Ultimate Fairy
by Ultimate10
Summary: Ben Tennyson has found himself in another universe, one filled with magic he never imagined. While there he befriends a group of wizards and joins their guild called Fairy Tail. Many crazy adventures then ensue. Note: This story was adopted from The Incredible Muffin. Ch.7 and beyond is my work. Editing done by Vandenbz. BenXErza
1. Not in Bellwood Anymore Pt 1

**A/N: Hello everyone! My name's Ultimate10, my real name is confidential obviously. I have decided to take the reins with **_**The Incredible Muffin**_**'s story, **_**"Ultimate Fairy"**_**. I was really enjoying it and I was appalled when he told me dozens of people were sending him hate mail and death threats, and added to the fact that he thought the quality wasn't good; it prompted him to quit writing it. It was a bummer and like most of you I was super ticked off at those cowardly trolls. **

**Well, not to worry folks, if those trolls come back and threaten me, I can guarantee it won't stop me. Those idiots flames and threats are nothing and don't intimidate me in the least. **

**Anyways, I have three announcements to make before I continue with this story. **

**Ben's Ultimatrix will be replaced with the new Omnitrix from Omniverse; however, it will have the Evolutionary Function like the Ultimatrix does. One of the few things I do like about Omniverse is the watch's design, but I dislike the fact that he can't go Ultimate anymore. I call that a serious downgrade! **

**The pairing will indeed be Erza and Ben later on after an appropriate amount of time. FYI, I'm doing this pairing based off the poll results **_**Muffin**_** had. **

**Unlike **_**Muffin**_**, I won't be having any disclaimers with funny stuff after it. I just get right to the story. Hope that's okay with everybody. **

**Like with **_**Muffin**_**, this story will be more of an endurance run than a race, so don't expect quick updates all the time. **_**Muffin**_** if you're reading this, just know this is a tribute to you! **

**Now on with the show! **

…

**Ultimate Fairy**

**Chapter 1: Not in Bellwood Anymore**

**Part I**

...

The life of a superhero is filled with danger, adventure, and excitement. However, eighteen-year-old Ben Tennyson was experiencing none of that today. In fact, he hadn't done any heroic work in months! As things were the most dangerous thing that could happen to him was getting a brain freeze from the smoothie he was drinking.

The state of his homeworld had changed drastically within the last several months. Things had finally calmed down not only on Earth, but throughout most of the universe, save for perhaps the Anur system. The Plumbers, an intergalactic police force dedicated to preserving peace throughout the cosmos, had been granted powerful new technologies developed by the Galvan.

New weapons, new armor; basically, everything they needed to combat threats that previously required the aid of Ben and his team. It seemed the Galvan had finally begun to shake off their secretive ways when it came to their technology. There were heavy protesters on Galvan Prime, of course, but the general consensus amongst their lead scientists and military officials was that the universe needed to move forward, and they were the ones best suited to make that happen. They couldn't continue to call upon the bearer of the Omnitrix every time something went wrong.

Ben was mature enough to know this change was a good thing. There was peace, crime was down, and life was good. But still, there was a part of him that missed turning into an alien every day and fighting some criminal or giant monster. He didn't do any of his heroics for the fame; or at least, not anymore he didn't. He really just missed the feeling of helping others.

After the incident with Diagon, Sir George, and the war between the Forever Knights and the Esoterica, Azmuth had gifted Ben with a brand new Omnitrix. It was much sleeker than the Ultimatrix, as it was now only slightly larger than an average wristwatch as opposed to being a large gauntlet. It was a square, white watch with green highlights, with said highlights converging on the black faceplate to form the intergalactic peace symbol, which resembled an hourglass. As opposed as Azmuth was to the evolutionary feature that Albedo, his former assistant, had added to the Ultimatrix, he recognized that it had aided Ben numerous times during his hero tenure, and reluctantly decided to include it in his latest model.

Ben had spent the last two years unlocking new aliens with his new Omnitrix, and even a few new Ultimate Forms as well, but what was the point if he didn't even need them anymore?

The teen hero leaned his elbow on the table and took a sip of his smoothie. "Man... I hate to say it, but... couldn't somebody just try to rob a store or something? Jaywalk in the street? Anything?"

The Omnitrix wielder then sat back up in his seat, and glanced around, almost as if he were looking for signs of something bad happening anywhere in Bellwood. To his minor disappointment, he saw nothing of the sort. It was then that an idea came to Ben's mind, causing a slight smirk to cross his face.

"Man," Ben said in a pretend happy voice, "it sure is a nice day today. The sky is clear, it's nice and quiet..." He paused to look at the sky. "What could possibly go wrong?!"

Ben then took another look around, but was disappointed yet again by the lack of any commotion.

"Come on, universe." He groaned. "The one time I _want_ something to go down and you got nothin' for me? I guess things really have changed."

The jacket-wearing teen then slouched in his seat, and shook his head, internally chastising himself.

"I really shouldn't be asking for bad stuff to happen." Ben berated. "Things could be a whole lot worse. Boredom is a vacation compared to some of the stuff I've been through..."

Suddenly, Ben's phone began to ring from inside his pocket. He pulled it out and checked the caller ID, to see that it was his cousin, Gwen.

He answered his phone. "Hey, Gwen. What's up?"

_"Ben, where are you?!"_ demanded Gwen. _"Have you been watching the news?!"_

The Omnitrix bearer glanced around before replying, "Kinda at Mr. Smoothie's right now, so no, not really. Why?"

_"Ugh..."_ groaned Gwen, _"because the Forever Knights are over at Bellwood Tech trying to steal something!"_

Ben then heard Kevin's voice from the other end of the line.

_"Some real heavy-duty stuff by the looks of it,"_ Kevin inputted. _"Wouldn't be surprised if it's some smuggled alien tech or somethin'."_

_"We're on our way there ourselves, but you should head there too."_ Gwen advised. _"Who knows what this stuff is. It could be smuggled Plumber tech for all we know. You know how dangerous that stuff could be if it fell into the wrong hands."_

"You're right." Ben agreed. "And with those guys, who knows what they could do with it."

_"Exactly!"_ Gwen replied. _"So hurry up get over there. Kevin and I probably won't make it in time to stop them."_

"Don't worry guys. I'm on it." Ben assured, wearing a confident smile.

With that, Ben hung up, put his phone in his pocket, and reached for the Omnitrix. He tapped the black faceplate, which brought up a green, holographic ring with various alien head icons on it. He scrolled through the alien playlist until he found the icon he wanted and tapped the faceplate to select it, which caused the faceplate to slide back, and the core to pop out.

Ben slammed down the core, and in a flash of emerald light, he was replaced with a red, humanoid, manta ray-like alien with one black, lightning bolt-like stripes coming down from either shoulder, and converging at the Omnitrix dial on his chest. It had yellow lips, which connected to a yellow horns above his eyes that somewhat resemble large eyebrows pointed upwards. The alien spread his arms wide, revealing yellow patagia under them.

**"Jetray!"** the alien yelled.

Jetray crouched low, and then took off into the air. He stopped several meters high and immediately headed for Bellwood College.

_'Guess I'm gonna get what I asked for after all...'_ thought Jetray.

After a few minutes of flying, Jetray had made it to Bellwood Tech. Once there, he looked down into one of the many parking lots to see several men, all in the traditional Forever Knights armor, struggling to move a large, wooden crate into the trailer of a truck.

"A crate that big? Maybe Kevin and Gwen were right about it being stolen tech." the teen hero grinned slyly. "Looks like it's that time again..."

Jetray dove downward, toward the armored men, and halted once he was about two meters above them. His eyes then began to glow green until he fired a neuroshock blasts, directly taking out the men on either side of the crate, causing it to fall to the ground with a loud thud.

The rest of the Forever Knights turned to the sky, now fully aware of Jetray's presence, and prepared their weapons. Some even had red energy-based maces, shields, and swords. It seemed that they managed to salvage some of their own tech after their intense battle with the Esoterica a couple years ago.

Jetray simply smirked and slapped the Omnitrix dial on his chest. In a green flash, Jetray was replaced by a twelve-foot-tall, red-skinned humanoid with four arms and four green eyes. It wore a green, sleeveless shirt with a black stripe down the center. It also had black, fingerless gloves on all four hands, each attached to a green cuff on his wrists. The Omnitrix dial rested on the green and white belt around its waist.

**"Four Arms!"** He yelled in a deep, raspy voice.

The Tetramand fell to the ground and shook the ground as he landed, causing many of the knights to flinch momentarily.

"It's Hero Time!" Four Arms proclaimed.

Without a moment's hesitation, the remaining knights charged Four Arms with their energy-based weapons raised, letting out battle cries as they did so. One knight swung his sword at Four Arms, only for the Tetramand to grab the man's arm with his own upper left arm, take the sword from the man with his lower right arm, and punch him in the face with his upper right arm, effectively rendering the man unconscious.

Two more knights tried to lunge at Four Arms from either side, but the latter used the knight he was already holding as a bat of sorts, and swung him into the knight on his left, and then into the knight on his right immediately afterward.

"Come on, guys." Four Arms groaned. "This is just sad. Don't tell me you've gotten _this_ sloppy in only two years."

The four remaining knights then charged Four Arms head-on, much to the Tetramand's disappointment.

The Tetramand sighed. "Guess you really have..."

He spread all four of his arms out wide, and after a moment, slammed them together with an immense amount of force. Doing so created a shockwave the sent the four men flying straight into the wall of the building they had taken the crate from, all of them now unconscious.

Four Arms stood over his defeated adversaries with his upper arms folded, and his lower arms placed on his hips. Needless to say, he was disappointed at how easy it was to defeat them. Ben has had numerous scuffles with the Forever Knights in the past, but never had they been that disorganized and simpleminded.

"Can't imagine what they'd want with Plumber tech if they can't even use their _own_ gear properly." Four Arms mused.

He then placed his lower right hand on his Omnitrix dial, opening its built-in communicator, and began to speak into it.

"Hey, Gwen."

_"Ben? Is that you?"_ asked Gwen.

"Yeah, it's me." the Omnitrix wielder complied. "Just calling to let you guys know the Forever Knights are taken care of. Whatever they were stealing is safe now."

Ben heard Gwen sigh over the phone, relieved that a potential crisis had been thwarted.

_"Nice work, Ben."_ Gwen praised. _"And sorry we couldn't be there to help. Kevin and I were on the other side of town when we found out about it."_

_"And since my car was _trashed_, we had to take the bus, _Tennyson_." _Kevin grumbled.

Four Arms simply groaned and placed his upper left hand over his eyes in frustration.

"How long am I gonna have to keep saying I'm sorry about that, man?" Ben said.

_"Until you can get enough Taydenite to afford me some Talpaedan impact resistant metal, some Amperi electric insulation, some Pyronite wax for extreme temperatures, and some-"_

Unwilling to continue listening to Kevin ramble on and on about his demolished car, Four Arms removed his hand from the Omnitrix dial, thus hanging up.

"He's never gonna let me live that down, is he?" Four Arms commented, lightly shaking his head.

Four Arms then noticed something. He glanced slightly to his left, to see a man peeking out from the doorway the knights had come out from. After looking to see if everything was fine and the danger had passed, the man exited the building, and began to approach Four Arms. The man appeared to be middle-aged, and he was wearing a white lab coat. He had a trim beard and glasses. Overall, the man's appearance screamed "scientist."

"Oh, thank you, Mr. Tennyson!" the man yelled in a relieved tone.

Once the man reached Four Arms, he proceeded to shake each and every one of the Tetramand's hands in rapid succession.

"Thank you so much!" the scientist said. "The thought of what those miscreants could do if they had misused my device..."

"Uhhh, no problem..." Four Arms replied. "Wait, your device? I thought this box was full of stolen Plumber tech."

The man simply looks up at Four Arms, confused by the alien's statement.

"Plumber tech?" the man echoed. "Whatever gave you that idea?"

"Well, I..." He rubbed his neck sheepishly. "Heh... Nevermind..."

The man continued to stare at Four Arms for a brief moment, before shaking it off and resuming his grateful demeanor.

"Regardless, I can't thank you enough for stopping those thugs from making off with my device." He declared.

"It was nothing, really." Four Arms dismissed politely. "I'm just glad I could help out."

The man's eyes then widened slightly, before he smiled once more.

"Oh, where are my manners? I am Professor Emil Hamilton." He gestured to the building. "I've been using this lab space to develop the machine that you prevented from being stolen."

Four Arms nodded and smirked. "Nice to meet you"

Professor Hamilton then seemingly had a realization and rushed over to the crate, inspecting it all over to see if the crate itself was at all damaged. After a moment of this, Four Arms approached the man and the crate.

"So, what is it anyway?" inquired Four Arms.

Hamilton turned to the Tetramand and replied, "It's a...well... It's somewhat difficult to describe..."

Hamilton then took a look at the still-unconscious Forever Knights, and then looked around the entire area, as though he were making sure no one was listening for some reason. After a brief moment, he turned back to Four Arms.

"Perhaps it's best if we discussed this inside?" He suggested. "I don't suppose you could help me bring the device back into the lab, by any chance?"

"You couldn't have asked a better alien, doc." Four Arms smirked.

The four-armed alien stepped toward the crate, crouched low, and lifted it with his upper arms on the sides, and his lower arms holding the bottom.

"Oh, please do be careful! It's a very delicate machine!" Hamilton exclaimed frantically.

"No need to worry. I got it." Ben assured.

"Thank you again." the scientist replied.

Hamilton lead Four Arms inside the lab building, which was a large, mostly white and light gray space containing a small booth with large, glass windows sectioned off from the majority of the room. The booth looked like it was to protect against any unpleasant accidents that might occur in the lab, and had computer equipment inside of it, below the windows. The larger portion of the room was mostly empty, save for a few wooden tables off to the side, and several long cables running from a wall to roughly the center of the room, all of which weren't plugged into anything other than the wall.

"Place the crate in the center, if you please." Hamilton said.

Four Arms strolled to the center of the room, making sure to avoid stepping on or tripping over the many cables strewn about, and gently placed the crate on the floor. He then opened the crate, upon Hamilton's request, and placed the four wooden walls of the crate to the side of the room, out of the way, and turned back to the odd machine that was previously inside it.

The device was peculiar, to say the least. It was a silver cube, about four feet in all directions. It had a socket of some sort on one side, seemingly matching the shape of the plug on the cable lying on the floor next to it. On the opposite side was a screen and keyboard, though Four Arms had no idea what they were for. On the top of the cube were what appeared to be three solar panels. Needless to say, Ben was curious, especially considering that the professor didn't feel comfortable discussing it outdoors.

Four Arms tapped the Omnitrix dial on his belt, and turned back into Ben as he continued eyeing the machine.

Ben turned to Hamilton and questioned, "So, what is this thing exactly? It's nothing bad, right?"

"Oh, no, no, not at all!" Hamilton answered, waving his hands. "In fact, this device could prove to be one of, if not the, greatest scientific development of all time!"

Ben's eyes widened slightly when he heard that. Something greater than the new Plumber tech, or even the Omnitrix? And created by a human, no less? This, Ben had to see.

"So, what exactly does it do?"

Excited to see that the Ben Tennyson was so interested in his device, Hamilton assumed a slightly more proud demeanor as he proceeded to explain.

"This is what I call the 'Quantum Displacement Generator' or QDG." The professor explained. "With some assistance from a Galvan acquaintance of mine, Niffum, I've designed a machine that could finally prove the Multiverse Theory, once and for all!"

Ben scrunched his brow in thought, trying to remember where he had heard that "Multiverse Theory" term from.

"'Multiverse Theory'..." he repeated, tapping his chin in thought. "I know I've heard that somewhere before..."

"For one as well-traveled as you, Mr. Tennyson, I'm sure you have." Hamilton asserted. "The Multiverse Theory is the theory that there are an infinite number of universes in existence. Some are nearly identical to our own, save for the slightest detail, while others are so radically different that we may not even be able to comprehend them."

The gears in Ben's head finally clicked as he remembered how he knew of this "Multiverse Theory." Two years ago, he had traveled to another universe himself. While there, he befriended a boy his age, named Rex Salazar, who had the ability to produce amazing machinery from his limbs using something called the Omega-1 Nanite. Ben had helped Rex avert a worldwide crisis in the latter's universe by defeating what was known as the Alpha Nanite, which was an insane, yet highly intelligent nanomachine that attempted to bring an end to the human race on Rex's Earth. Ben mentally slapped himself for forgetting about that. It was such a bizarre experience, so how could he?

"Now I remember..." confessed Ben.

"Yes. I was sure you'd know of it. Anyway, I developed the QDG as a probe of sorts, to travel to other universe, collect as much data as possible, and hopefully return." Hamilton explicated.

Ben cocked a brow. "Hopefully?"

"Ah, yes, well... the device is still untested, unfortunately." He continued. "I have yet to actually discover a way for the QDG to return safely to our own universe."

"I see..." the Omnitrix wielder replied. "Can't help but wonder what the Forever Knights would want with something like _this_. They're not exactly fond of exploring new frontiers."

"Hmm... perhaps they wanted to repurpose the device as some sort of weapon?" suggested Hamilton. "Though, I can't imagine how they could manage something like that..."

"People like the Forever Knights can find a way to turn anything into a weapon. I'm just glad we don't have to find out what they could've done with it." He then turned to Hamilton and smiled confidently. "But anyway, don't worry. It's out of their hands now, and I'll see to it that it stays that way."

"Thank you, Mr. Tennyson. This machine is irreplaceable. Now, I'll need to run some diagnostics, to make sure those medieval hooligans didn't damage it. If you wish to keep the QDG safe from harm, could you perhaps remain here while I check on everything?" Hamilton requested.

Ben simply nodded in response, much to the professor's relief. Hamilton then plugged the cables on the floor into the machine, and rushed over to the booth to the side of the room, leaving Ben to eyeball the device with curiosity. Was this cube really supposed to travel to other universes? It looked relatively simple on the outside.

_'I guess Hamilton and his Galvan buddy didn't put much stock in creativity when it came to this thing's design.' _Ben thought.

For several minutes, Hamilton was hard at work in his computer booth, typing away madly on multiple keyboards and trying to see if his invention was fully intact.

Suddenly, one of the many screens in Hamilton's booth began to flash red, with the words "Quantum Displacement Randomization Sequence Initiated" in big, flashing letters. Hamilton's eyes immediately grew wide with terror as he attempted to type something into the primary computer. However, he was only met with every single screen in the booth flashing with the same screen as the first one.

"No... No, no, no! This can't be happening!" Hamilton shouted, distressed. "I know with one-hundred percent certainty that I took preventive measures against any possible triggers for spontaneous displacement! Unless..."

Hamilton's eyes shot open in horror as he looked to the machine in the center of the room. It was merely rumbling softly at the moment, but Hamilton knew what that meant. Ben, on the other hand, did not.

Ben turned to Hamilton and pointed to machine. "Hey, uhhh...is it supposed to do that?"

Since the booth was soundproof, Hamilton grabbed a microphone inside the booth and spoke into it in a frantic voice._ "The Quantum Displacement Randomization Sequence has been initiated! You have to get away from the machine, _right now_!"_

Ben's expression turned from one of mild concern to extreme shock. He reached for the Omnitrix to turn into Fasttrack, but before his hand could even reach the faceplate, an intense white light engulfed the room from within the cracks of the metal plates of the QDG, effectively blinding both Ben and Hamilton.

"No! Don't tell me it's..." Hamilton trailed off as he shielded his eyes.

After a moment of shining brightly, the white light disappeared in an instant, much to Hamilton's surprise. The professor opened his eyes, only to find a most horrifying sight. Both the QDG and Ben Tennyson had vanished!

"Oh no..." Hamilton's eyes widened as he trembled in horror. "What have I done...?"

...

Ben's eyes began to slowly flutter open as he groaned in discomfort. Whatever had just happened had certainly puts his innards through the ringer, that's for sure.

He placed his hand on his forehead. "Ugh... I feel like my stomach just switched places with my liver."

After a brief moment, Ben's eyes finally adjusted and allowed him to open them completely. Once he did, he struggled to sit up straight, as he had been lying on his back, and began to take in his surroundings. He saw that he was now in a lush, green forest, as opposed to a pale, white laboratory.

"What...? A forest...?"

Ben continued to look around, confused by this turn of events. Where was he?

"But how?" he wondered. "I was in the lab just a second ago, right?"

The Omnitrix wielder then placed his hand on the ground and used it to help himself stand up. He dusted himself off, and took another good look at where he was, still just as confused as before.

However, it was then that Ben remembered what Professor Hamilton had said to him. He told the Omnitrix bearer that his device, the QDG, was designed to travel to other universes.

Ben eyes widened from realization. "No...no. No way...! Don't tell me that thing sent me into another..."

He was beginning to panic until he turned around and saw the QDG sitting a few meters behind where he once lay. Unwilling to believe the realization he had just come to, Ben whipped out his cell phone and checked for reception.

Nothing.

Those two things were all the proof Ben needed. His hypothesis was right on the money, much to his dismay.

Ben then turned back to the QDG with an angry expression plastered on his face.

"Oh, no, you DID _NOT!_" he yelled.

Without a second's hesitation, Ben reached for the Omnitrix and activated it. After finding the icon he wanted, he tapped the faceplate, and slammed down the core. In a flash of emerald light, he was replaced by tall, black and green, blob-like humanoid that appeared to be made of circuitry, which was further emphasized by the green and black, circuitry-like patterns all over its body. On its head was a green circle, and on its white chest was the Omnitrix dial.

Upgrade wasted no time in marching over to the machine, an angry aura about his visually emotionless features.

He pointed at the machine as he stated, "You and **Upgrade** are gonna have a _serious_-"

Before Upgrade could even finish his sentence, the machine began to emit another powerful, white light, blinding Upgrade completely. Just like before, after a moment, the light abruptly disappeared. When Upgrade regained his optical awareness, he was flabbergasted to see that the QDG was now gone.

"...chat..."

Upgrade's finger twitched as he stammered incoherently to himself, the circle on his face flashing whenever he emitted a sound. This continued for a brief while, until...

"...You...have got to be KIDDING ME!" he shouted.

Upgrade grabbed his head out of frustration and fell to the ground on his back. He looked up through the trees of the forest that he was now stuck in, still trying to process what just happened.

"I just had to ask for something, didn't I?" Ben griped. "I just _had_ to do it..."

The Galvanic Mecamorph removed his hands from his head and laid them on the grass as he continued to speak aloud to himself.

"What am I supposed to do now?" he asked no one.

Before Ben could come to any kind of resolution in his mind, he noticed a rather large shadow looming over his laid-back form. When he tilted his head back, he saw something extremely bizarre.

It was an incredibly large, gorilla-like creature. It had a lavender chest and face, with a similarly lavender cone sticking out from the top of its head, and noticeably long ears and chin to match. It had green fur all over its body, save for its legs and tail, which were a darker shade of green, and the pink, heart-shaped symbols on its shoulders and arms in a line pattern.

"I'll tell yah what you can do." The gorilla creature sneered. "You can get off my turf before I smash your blobby little face in."

"Giant talking monkey? Yep, it's official. Crazy alternate universe." commented Ben.

"What'd you call me, yah little punk?" the ape-like being growled, visibly angry.

Upgrade sat up straight, stood up, and turned around to get a good look at the creature addressing him. He had seen many bizarre-looking creatures in his hero tenure, mostly Dr. Animo's mutant creations, but this creature was certainly up there.

"I hope you're not tryin' to pick a fight with me, monkey..."

The gorilla-like beast then leaned in to Upgrade, and got right in the Galvanic Mechamorph's face, all the while having an overconfident air about him. "Oh yeah? And what if I am? What're _you_ gonna do about it?!" he retorted.

The circle on Upgrade's face began to glow green, with the light growing brighter by the second.

"This."

With that one word, a green laser fired from Upgrade's face, directly into the gorilla beast's face, causing the creature to stumble back and grasp its face in pain with its giant, lavender hand.

"OW!" The ape creature shouted. It pulled its away from its face and glared at Upgrade. "You little runt!"

The gorilla-like creature reared back its right arm and sent a powerful punch directly at Upgrade. However, the Galvanic Mechamorph simply used his gelatinous body to his advantage and created a large hole in the left side of his body where the beast's fist would've struck him.

"What the...?!" the forest creature uttered, dumbfounded.

Upgrade reformed his body. "Well, since you're so eager to go around starting fights, I might as well oblige you and let out some of this pent-up frustration I've got!"

The Galvanic Mechamorph then wrapped himself around the gorilla creature's left leg, much to the latter's confusion and dismay, and oozed his way up to the beast's left arm. The giant ape grabbed onto Upgrade and tried to pull him off, but to no avail. The technorganic alien's grip was simply too strong for that.

"Get off me!" the beast yelled.

"Nah, I think I'll stick around." Ben quipped.

Upgrade proceeded to blast another optic laser at the beast's chest, causing it to yell out in pain. The Galvanic Mechamorph then blasted him with another one on his left arm, and another on his right. He continued blasting the ape with multiple lasers all over its body.

The ape creature continued pulling on Upgrade's blob-like body, despite the barrage of lasers. Eventually, with a tremendous display of strength, the beast finally yanked Upgrade off of him, and threw him to the ground before him, but Ben easily caught himself.

"Y'know what," said Upgrade, "I think I should actually thank you. I feel way better now!"

"Why you...!" the beast snarled.

The gorilla then lifted its humongous arms above its head, and prepared to slam them down on Upgrade. However, before the beast could do so, Upgrade slapped the Omnitrix dial and turned into a twenty-foot-tall, humanoid dinosaur with brown, reptilian skin, and a tan underbelly and underarms. Its hands had no claws, nor did its feet. The Omnitrix dial was displayed on the center of its chest.

The gorilla creature could only stare up at his new, gigantic adversary, confused and dumbstruck, with his arms still frozen above his head from pure shock.

**"Humungousaur!" **He roared, and then glared back at his opponent. "Picking a fight with me was a _humongous_ mistake...!"

Humungousaur then reared back his giant left fist, and sent it flying straight for the still-dumbstruck monkey's face and sent it spiraling into the sky, and far away into a deeper section of the forest.

"Man, what a joke..." Humungousaur sighed.

The Vaxasaurian simply let out a deep sigh, staring at the grassy ground below him as he thought aloud to himself.

_'What am I supposed to do now?' _Ben pondered._ 'My only way out of whatever crazy world this is just disappeared.'_

Humungousaur looked to the sky, still in deep thought. He was right. He was now, without a doubt, in another universe, and the only immediate method he knew of to get back to his own world had vanished right before his eyes. He was essentially stranded.

The teen hero looked around before murmuring, "At least last time I ended up in a city, not some forest. I can't make heads or tails of anything around here."

It was then that Humungousaur let out another sigh, and slumped his shoulders. A second later, he lifted his head and began to look around intently. The way he saw it, he wasn't getting anywhere standing around wondering what to do. He then covered his eyes with his right hand, and raised his left hand. He scanned his pointer finger over the one hundred eighty degrees in front of him, and stopped abruptly, pointing to a random direction in the forest as he uncovered his eyes.

"Guess I might as well go this way." Humungousaur said. "Nowhere better to go..."

With that, Humungousaur headed off into the depths of the forest. He had no idea which way to go, so this direction was as good as any other. He decided to remain in his current form for the time being. If that monkey came back, or something else dangerous found him, he wanted to be ready for it.

As the Omnitrix bearer continued to trek through the forest, he had plenty of time to think. He had to admit, as annoyed as he was that his only means of getting home had disappeared, and that he had been attacked almost immediately by some arrogant gorilla, he was a small bit curious to see what exactly this world he had ended up in was like. The last alternate universe he visited was certainly interesting, to say the least. Perhaps this one would be as well. There was no use in worrying about what was outside of his control. The only thing he could do now was press on, and hopefully find someone hospitable in this world.

After walking for a while, and no signs of any intelligent life, Humungousaur was beginning to wonder if he had perhaps picked the wrong way to go, until suddenly, he heard something off in the distance. It sounded like someone yelling, but other than the direction it was coming from, he couldn't make out anything more than that.

"Huh. Guess I picked right after all." He remarked.

Humungousaur made his way toward the sound of the yelling, and it grew louder as he approached it. After a couple minutes of following the sound, Humungousaur spotted a clearing up ahead in the trees. However, that wasn't all he spotted.

In the clearing, there were at least thirty-or-so men, all of whom wearing brown and tan garbs with hoods, wearing leather armor, and holding various medieval weapons, such as swords, axes, maces. It was pretty clear that these men were thugs, simply by the way they presented themselves. Humungousaur thought it was a bit odd for people to use such outdated weapons, but then again, he had just recently come from fighting people using the same kind of weaponry, albeit energy-based. Judging by the way the men held them, it looked like they knew how to use them too, unlike the Forever Knights.

Even still, that wasn't all he saw through the clearing. In between a gap in the group of hooded men, were three individuals. They were the truly strange thing about this whole scene, without a doubt. One of them was a young girl, likely around Ben's age, with long blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt, and had a brown belt around her waist, which had a black whip and key ring on it. The key ring had eight keys on it, four of them being gold, and the other four being silver.

Another one of them was a young man with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He also had a scarf around his neck that bore a scale-like pattern. The strangest part yet about this individual was the fact that his right hand, which was clenched into a fist, was engulfed in flames! However, the pink-haired boy seemed to be perfectly fine. More than fine, as a matter of fact; he seemed excited, as he had a wide, toothy grin plastered on his face, with a look in his eyes that was practically itching for a fight with the thuggish men surrounding him.

The third and final member of this odd trio was the strangest one of the three. It was a small, blue, humanoid cat. It had a white underbelly, and wore a pale green knapsack around its neck and over its back. The part that stood out most to Humungousaur was that this already-bizarre blue cat had small, angelic wings sprouting from its back! It was using said wings to fly at head-height with its two companions, and was also wielding what looked to be a large fish with the bones from its center area picked clean.

Humungousaur hid behind a heap of bushes and trees, large enough to hide a twenty-foot-tall alien dinosaur, surprisingly. As he looked out into the clearing, he could only blink at the strange sight before him.

"Hahahaaa!" the pink haired boy laughed. "Alright, yah hood-wearin' punks! I hope you like barbeque, 'cause I'm about to cook all of yah like smoked fish!"

"How many times do I have to tell you? Everyone knows you make smoked fish with _smoke_, not _fire_." The blue cat countered.

The salmon-haired boy turned to the cat with an annoyed expression. "Get off my case, furball!"

_'A flying, blue cat that can talk? Not really sure if I've seen much weirder than that.' _Ben thought.

"You really think we're gonna lose to a couple of kids and their cat?!" one of the hooded men mocked. "You must be dumber than the rumors make you out to be, boy."

With that, the pink-haired boy whipped his head back around to the hooded man who had just spoken up, his eyes filled with anger.

"WHAT'D YOU SAY?!" he yelled.

Humungousaur couldn't help but notice that when the pink-haired reacted angrily to the hooded man, the flames around his fist grew slightly larger and brighter.

"You jerks must be used to robbing from helpless travelers..." The blond girl then pulled a golden key off of her key ring. The key was odd, in that its blade was shaped like a battle axe. "...otherwise you'd know that threatening wizards is a stupid mistake! We get paid to bring you in whether you surrender or not, so why don't you just do yourselves a big favor and give up?!"

_'Wizards...?' _Ben blinked. _'What the...? Well, I guess that explains the whole fire-hand thing...'_

One of the thugs stepped out from the group and pointed at the trio angrily, holding his mace in his opposite hand. "Take 'em down!" he shouted.

With that one order, the shouting man and three more hooded goons began to charge the pink-haired boy. Not that he was concerned. In fact, if anything, he looked even more excited than before.

"Oh yeah!" the pyromaniac wizard exclaimed. "I'm all fired up now!"

Suddenly, the pink-haired boy leapt high into the air. Much farther than Humungousaur thought a human capable of, and wreathed both of his arms in intense flames.

**"Fire Dragon...WING ATTACK!" **he shouted.

The boy then swung his arms in circles, each swing increases the intensity of the flames, and then swung both of his arms at the four charging thugs, causing the ground below them to erupt in a fiery conflagration and send them all flying with scorch marks all over their bodies.

Several more men began to charge the pink-haired boy as well, clearly not having learned from the fate of their now-charred comrades. The boy then took a firm stance on the ground, and began to puff out his cheeks far more than any human's should.

**"Fire...Dragon..." **The boy then places his hands over his mouth, akin to the way a trumpeter. **"**_**...ROOOAAARRR!**_**"**

Suddenly, an enormous torrent of flames ripped out from the boy's mouth and toward the approaching bandits, sending a dozen more of the criminals flying as charred, semiconscious lumps.

Ben's eyes widened. _'Whoa... That was awesome!'_

Seeing their own numbers reduced by roughly a third of what they once were, most of the remaining thugs turned their attention to the blond girl, who responded only by thrusting her key forward.

"You're gonna regret running into _us_! There's a huge bounty on all of your heads, and we're gonna collect! **Open, Gate of the Golden Bull: **_**Taurus**__!_"

With a puff of smoke, and the sound of a loud doorbell, a large, humanoid cow-man jumped out and into the fray. He was extremely buff, and had white skin with black splotches, just like a typical cow. He had black bull horns on his head, a golden nose ring, a golden cowbell hanging around his neck, and wore nothing other than a pair of black briefs and a large holster on his back, which contained an incredibly large battleaxe.

"MooooooOOOOOOOOOOOOOOOO!" Taurus exclaimed, flexing his muscles while doing so.

"Okay, Taurus! Time to kick some bandit butt!" the blonde wizard smiled.

Taurus grinned as his tightened his grip on his battle axe. "You got it, Miss Luuuuuucy!

Taurus then readies his battle axe as several men continue to charge both him and the blond girl, now known as Lucy.

"Okay, fellas! Give the lady's totally rockin' body some _ROOOOOOOM!_" the cow-man shouted.

Taurus swung his axe horizontally at the ground below the incoming bandits, destroying the portion of ground beneath them, and sending them all flying into the air and landing back on the ground, unconscious.

Lucy smiled as she held up her hand for a high-five. "Great work, Taurus!"

Taurus high-fived Lucy and grinned as he boasted, "Well, this ain't my first rodeo."

As Lucy and Taurus prepared to face off against more bandits, the pink-haired boy and the blue cat were doing the same. In fact, much to Humungousaur's surprise, the blue cat actually managed to knock out a bandit that was trying to sneak up on his pink-haired companion.

The fire wizard grinned and gave his cat friend a thumbs-up. "Way to go, lil' buddy!"

"Aye, sir!" the blue cat replied, smiling.

As the fight played out, Humungousaur couldn't help but be in awe of the situation. He had seen some pretty crazy things during his career as a hero, but never had he seen anything like this! A fire-breathing boy, a cow-man-summoning girl, and a flying blue cat fighting against a band of at least thirty deadly criminals all by themselves!

They kind of reminded Ben of himself in a way. They were fighting, but they seemed to be enjoying themselves at the same time. It went without saying that Ben was thoroughly enjoying the show. In fact, he was enjoying it so much that he almost missed something: a man, identical to his hooded comrades, wielding a dagger in his hand. Humungousaur's eyes went wide from shock when he realized that the man was steadily creeping up on the blond girl, Lucy. And what was worse, was that none of her companions noticed what was happening.

"Come on..." the Omnitrix wielder whispered. "Someone just turn around and see him...!"

Humungousaur's silent plead went unheard as everyone was busy fighting their own opponents. It would appear that the only option was for Ben to get involved. He was slightly reluctant at first, but now that someone's life was in danger, he couldn't sit on the sidelines and watch anymore.

"Well... I guess it's best to leave a good impression." He noted.

Humungousaur crouched low behind the bushes, and a second later, he leapt into the air, through the trees, and into the midst of the battle with a gigantic roar that shook the entire area and drew every last person's attention toward him, including the would-be assassin, which is exactly what the Vaxasaurian wanted. Humungousaur landed right next to the assassin and Lucy, and grabbed the former in his massive hand.

The man struggled in the dinosaur-like alien's grip, but to no avail. He then tried to stab the gigantic creature with his dagger, but the blade merely shattered against Humungousaur's tough, reptilian hide. Humungousaur simply lifted the man up close to his face, and let out another roar that shook the surrounding area, directly into the man's face. The combination of the deafening noise of Humungousaur's roar, and intense fear of being eaten alive by a giant lizard, was more than enough to send the man into unconsciousness.

Humungousaur then turned to face the remaining bandits, and took a stance similar to that of a pitcher on the mound about to throw a baseball. He then hurled the wannabe-assassin directly toward his comrades and took them all out at once, with all of them flying in various directions from the impact.

All of the bandits were now defeated and unconscious, much to Humungousaur's relief. However, there were still some present who weren't exactly as relieved as Ben was about this current situation. Lucy, Taurus, the pink-haired young man, and their blue feline companion were still cautiously wide-eyed as they all stared up at the reptilian beast in front of them. None of them had ever seen anything like a Vaxasaurian before, clearly.

The brown-skinned dinosaur simply placed his hands on his hips and let out a sigh, with the minor motion being enough to trigger a flinch reaction from the group of wizards.

Taurus readied his axe. "Listen here, ugly! Make one more moooove and-"

"Relax, cow-man." Ben interrupted. "No need to get your udder in a twist..."

The group of wizards, save for Taurus, all jumped when Humungousaur spoke. It would appear they weren't expecting that.

"That thing can _talk_?!" Lucy screeched.

Humungousaur looked at Lucy for a moment, slightly confused as to why she would ask such a question, but it didn't take long for him to remember that he was in another universe. Of course they wouldn't be used to a giant dinosaur-like creature walking up and talking to them. Then again, if there were talking monkeys in this world, and talking cats, you'd think they wouldn't find it all that surprising.

The blue cat shook his paw angrily at the Vaxasaurian. "Hey! I'm the only talkin' animal around here! You tryin' to copy me?!"

"Uhhh..." Humungousaur tilted his head, confused.

Lucy turned to the blue cat and cried, "Shut up, yah stupid cat!" She then turned back to Ben. "Okay, big guy, just who are you?! You better have an answer or I'll have Taurus take you out to pasture!"

Taurus nodded and folded his arms over his chest. "Mooooo..."

"Relax. I was just helping you guys out." Humungousaur then points to the unconscious man that had attempted to assassinate Lucy, leading the others to follow his finger. "That guy..." he pointed back to Lucy, "…was about to stab _you_ in the back."

Lucy jumped slightly as her eyes widened in shock. Still retaining her surprised mien, she thought about it for a moment. If this lizard-man was telling the truth, then it did make sense that it had landed right next to her and grabbed a bandit that was behind her, beneath her notice.

"Oh..." Lucy said sheepishly.

Taurus turned to Ben and asked, "...Is that truuuue...?"

Humungousaur nodded. "Yeah, it is."

Taurus's expression grew slightly downcast upon hearing that, though Humungousaur couldn't place his finger on why. He'd have thought everyone would be happy he'd saved their friend.

Lucy turned to the cow-man. "It's okay, Taurus. I know you did the best you could. Why don't you go take a load off for a while, okay? Will that make you feel better?" She suggested.

"Well... You know what _might_ make me feel better..." Taurus implied.

"What's that?" Lucy cocked her head, bemused.

Before anyone could say anything, Lucy's eyes widened in revelation and quickly narrowed in what seemed like annoyance.

"NO WAY, YA BIG PERV!" the blonde-haired girl shrieked.

Taurus clasped his hands together. "Oh, come on, Miss Lucy! Not even a _smooooooch_?"

"How many times do I have to say 'no'?! NOW GO HOME!"

With that, Lucy waved the golden key she had used to summon Taurus, and in another puff of smoke, and a faint flash of white light, the humanoid cow disappeared, wagging his tail with hearts in his eyes all the while.

Humungousaur's eye was twitching from the sheer absurdity of what he had just seen. He didn't even want to think about it, so instead, he shook it off and once again focused on the matter at hand.

The pink-haired young man and blue cat both looked relieved upon hearing that this new reptilian creature they had stumbled across was apparently friendly, and not only that, but it had just saved one of their friends from certain death!

"Phew! That's a relief." He grinned widely. "Thanks a million, big guy! Lucy's one of our friends, and you just saved her life! That means you're alright by me!" He turned to the blue cat. "Ain't that right, Happy?"

Happy raised his paw and smiled. "Aye!" he chimed.

The pink-haired boy pointed to himself. "My name's Natsu! I'm what you'd call a Dragon Slayer! What's _your_ name?"

"Well...it kinda depends." He gestured to himself. "This is Humungousaur..."

Humungousaur then reached up to the Omnitrix dial on his chest and tapped it. The resulting green flash forced the trio of wizards to shield their eyes, and when they uncovered them their jaws dropped half way to the ground from what they saw. A young man, wearing dark blue jeans, a black t-shirt, and a green jacket with the number ten emblazoned in white inside a black circle on the left pectoral, with a white, vertical stripe crossing under it. It also had two horizontal white stripes on the right sleeve.

"But, my real name is Ben. Ben Tennyson." He smiled.

Ben could only lightly chuckle to himself at the expressions of the three wizards in front of him. He wasn't used to this kind of reaction anymore. In his world, everyone knew who he was and what he could do. Obviously, that was not the case here. Ben took a look around at their surroundings a little, but he was still just as lost as before. He then turned to the trio, a small, slightly nervous smile on his face. These three seemed friendly enough now that they knew Humungousaur was only helping them. Now was as good a time as any for Ben to ask them the question that had been on his mind since he arrived here...

"So..." he rubbed his neck sheepishly. "I don't suppose any of you could tell me where I am exactly?"

…

**A/N: Yes, I, along with **_**TallGuy94**_**, have gone back and redone chapters 1-6. No disrespect to **_**Muffin**_**, but we felt like the first six chapters were rushed and didn't flow well with my writing style in Ch.7 and beyond. Many things have been added and edited to improve the content. As a tribute to **_**The Incredible Muffin**_** though**_**, TallGuy94**_** had the idea to name Hamilton's Galvan assistant after him. Just go back and read it backwards. *wink*  
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**Okay, Professor Emil Hamilton is owned by DC Comics. Just thought I'd get that out there for people who don't watch any DC stuff. **

**A couple more things I should say, yes, Four Arm's outfit is the one in Omniverse. Other forms will have the Omniverse outfits and appearance as well. Two, the new Omnitrix has an hour's worth of transformations. If Ben transforms back to human before his time limit is up, it only requires a few seconds to recharge. If not, then it takes five minutes before it fully recharges. **

**Next chapter: Not in Bellwood Anymore, Part II**


	2. Not in Bellwood Anymore Pt 2

…

**Ultimate Fairy**

**Chapter 2: Not in Bellwood Anymore**

**Part II**

…

Ben could only lightly chuckle to himself at the expressions of the three wizards in front of him. He wasn't used to this kind of reaction anymore. In his world, everyone knew who he was and what he could do. Obviously, that was not the case here.

The teen hero took a look around at their surroundings, but he was still just as lost as before. He then turned to the trio, a small, slightly nervous smile on his face. These three seemed hospitable enough now that they knew Humungousaur was only helping them. Now was as good a time as any to ask them the question that had been on Ben's mind since he arrived in this alternate universe.

"So..." Ben rubbed his neck sheepishly, "I don't suppose any of you could tell me where I am exactly?"

The trio of wizards was astounded by what they had just seen. They had assumed that the giant lizard-man was attacking because a large gathering of humans had invaded its territory. They never expected it to speak to them, let alone for it to suddenly transform into a young human man.

Lucy was the first person to shake off her initial shock, albeit not entirely, and proceeded to answer Ben's question. After all, it was the least she could do.

"Uhhh, you're in the forest just outside of Oshibana." She answered. "Why?"

Ben simply looked at Lucy confusedly, her statement having done nothing for him.

"Oshibana. You know, near Clover and Onibus."

Once again, Lucy's statement had left Ben even more confused than before.

"The Kingdom of Fiore?" Lucy said.

Ben merely shrugged. He'd never heard of any of those places before, and wasn't about to pretend that he had.

"Seriously?" Lucy said, shocked.

"If you've never heard of Oshibana, then what are you doing so close by?" asked Happy.

Ben thought to himself for a moment. He thought it best not to tell them he was from another universe. It might just confuse the situation even further, and besides, he got the feeling that these people wouldn't believe him if he did anyway.

"Well, let's just say I'm kinda lost." Ben replied. "I found myself in these woods, got attacked by a big green monkey, and eventually-"

"Big green monkey…?" Natsu interrupted as his eyes widened. "It didn't have pink hearts on its arms, did it?"

The Omnitrix bearer turned to the Dragon Slayer and answered, "Actually, yeah, it did."

Natsu huffed and crossed his arms. "Man, I hate those things. Always walkin' around like they own the place..."

"You can say that again." agreed Ben.

"Wait, so you don't have any idea where you are?" Lucy inquired.

"Don't you know where your home is?" Happy wondered.

"Well, as strange as it sounds...I actually don't." Ben responded.

"Do you at least know how you ended up here?" Natsu questioned.

Ben shifted his eyes awkwardly. He knew how he got to this world, but he still wanted to avoid telling these people he was from another universe unless it was necessary to tell them. He placed his hand on the top of his head, trying to think of what to say, until…

"Well, if you can't find your home, maybe you should come back to our guild with us!" Natsu suggested with a wide, toothy grin.

Ben could only blink at Natsu's statement. What was he talking about?

"Umm… 'guild'?" Ben repeated.

Lucy turned to Natsu with a slightly curious expression. "Natsu, are you sure it's okay to just invite random strangers to the guild without the Master's permission?"

The pink-haired wizard carelessly put his hands behind his head. "Oh, come on, lighten up! I'm sure Gramps will be cool with it. He did just help us, after all."

"That's true." Lucy admitted.

"You sure that's okay, Natsu?" Happy asked.

"Sure it is!" Natsu exclaimed. "All we gotta do is just explain what happened, and we're done! Good ol' Ben here has a place to crash!" he then turned to Ben. "So, what do yah say?"

Ben was taken aback slightly by Natsu's near-immediate hospitality. He didn't really know what to say.

"Well, I uh..." Ben trailed off.

"You don't have to if you don't want to..." mentioned Lucy.

"But you totally should!" Natsu urged. "You said you don't know where your home is, right?"

"Yeah, I did..."

Ben shifted his gaze from the group to the ground yet again. He didn't really know what to say or think at the moment. Things were happening pretty fast. He'd just met these people and they were already offering him a place to stay? Needless to say, he was grateful for their offer, but should he accept it?

Ben took another good look at the trio before him. Natsu had a wide, toothy grin on his face, while Happy and Lucy had smiles on their faces. These three were certainly strange, that much was certain, but they were so friendly and welcoming to him almost immediately. It was clear that they wanted to repay him for assisting them, and for saving Lucy's life, so Ben was left with only one option.

"So? You wanna come with us?" Natsu asked again.

Ben hesitated for a moment. "Yeah, sure." he answered. "Why not? It's not like I got anywhere better to go."

The Dragon Slayer grinned. "Then what're we standin' around here for?!" he pumped his fist. "Let's get movin'!"

"Aye, sir!" Happy chimed.

With that, Natsu turned on his heel and began walking in a random direction with Happy flying right behind him, the two of them seemingly prepared to exit the forest. However, before the two of them could take more than five steps, Lucy had grabbed the pink-haired pyro and flying blue feline by their scarf and knapsack respectively, preventing them from continuing onward.

"Did you two dunderheads already forget that we have a job to finish?!" screamed Lucy.

Natsu grinned sheepishly. "Heheh...yeah, my bad. Forgot about that."

Lucy then released Natsu and Happy, and the trio turned to face the pile of unconscious bandits, with Ben following their gaze.

Ben turned to Lucy and asked, "So, you were hired to take care of these lowlifes?"

"Yup!" Lucy smiled proudly. "The job request came from one of the guards at Oshibana Station. He had a suspicion that these thugs might've been hiding out in the forest near town for a few months, but since the town doesn't have many wizards, and he couldn't prove it to any of his superiors, he called for help from wizards all over. We just happened to be the ones who struck gold and found 'em!"

"Yeah," Natsu folded his arms over his chest, "but now we have to drag 'em all back to the station where the guard is. How do you suggest we do _that_?"

Lucy's excited mien quickly shifted to one of thought, and then to one of disappointment as she realized Natsu was right. It was then that an idea entered Ben's mind. He turned to the three wizards, a hint of a smirk on his face.

"If you want, I can help you with that." Ben offered.

Lucy's eyes widen as she turned to Ben. "What? Oh no, we couldn't ask you to do that."

Ben waved dismissively. "It's no problem at all. You guys are offering me a place to stay, after all. The least I could do is help out a little more."

"Well, if you say so..." Lucy conceded.

"Well I got no problem with it!" Natsu grinned excitedly. "I wanna see yah turn into that big lizard guy again! He was so cool!"

Ben chuckled. "Sorry, man, but I actually had someone else in mind."

Ben proceeded to lift up his left sleeve and activate the Omnitrix. The attention of the wizard trio was caught by the small device on Ben's wrist. They'd clearly never seen anything quite like it before either. Once Ben had found the alien he wanted, he tapped the faceplate, and slammed down the core.

After the ensuing green flash, the wizards opened their eyes to see something most bizarre, or at least by their standards anyway. It was a large, orange-brownish, crab-like being. It had an unusually large head, with its white teeth being perpetually exposed. It had pincers for hands and six legs. It wore a black and silver belt around its torso, with a black and green hourglass-like symbol attached to its center.

**"Brainstorm!" **He yelled in a British accent.

The trio was once again flabbergasted by Ben's sudden transformation. It wasn't too unlike what they've seen before. However, the two things Ben had become thus far were unlike anything they'd ever seen. What were these creatures? First, it was a giant dinosaur-man, and now a big-headed crab? And the crab's mouth didn't move when it yelled either, which was particularly strange. How did it even speak?

Happy smiled widely, a thin line of drool falling from his mouth. "Oh, wow! A giant crab! He's just like the one you have, Lucy!"

Lucy turned to the blue cat, annoyed. "Cancer looks nothing like that, yah fleabag!"

Brainstorm crawled over to the pile of bandits and observed them astutely for a moment.

"Hmmm... It will certainly require a significant amount of concentration in order to deliver these reprobates unto the proper authorities. I'll need just a moment, if you'd be so kind..."

Suddenly, he two cranial plates on top of Brainstorm's head opened, exposing his extraordinarily large, pink brain, causing Natsu, Lucy, and Happy to turn slightly green from moderate disgust.

Before anyone could comment on how gross it was, without warning, and much to the wizards' surprise, a large web of electricity sprang forth from the Cerebrocrustacean's brain and wrapped up the entire group of bandits. Brainstorm then let out a slight grunt of discomfort as he use his lightning net to lift the criminals into the air above his massive head.

"Wait a second, so he's a crab with..._lightning_ powers?" Natsu said, confused.

"How does that even work?" added Lucy.

"I could explain...but...exerting this much concentration to my electrokinesis...is far more taxing than I feel any of you realize." Brainstorm explained; his voice slightly strained.

Brainstorm struggled to stand upright on his six, insectoid legs, and faces the wizards behind him.

"Now, let us make haste. If you'd kindly escort this Cerebrocrustacean to wherever it is these hooligans belong."

The blonde wizard's eyes widened slightly. "Oh!" she pointed to the forest. "The station is this way."

"Follow us, Mr. Crab Man!" Happy said excitedly.

And with that, the group was off, with Lucy in the lead, and Happy, Natsu, and Brainstorm in the back. After several minutes of walking, the group finally arrived at the edge of the forest, and could see hints of Oshibana Station off in the distance through a clearing in the trees, behind several buildings. Thankfully the station was a rather tall building; probably the tallest in the city. By the end of their walk, Brainstorm was pretty exhausted.

_'Finally... I was beginning to think I'd never see the end of this insufferable woodwork.' _Ben thought.

Lucy pointed through the clearing. "Oshibana is just up ahead! Reward money, here we come!"

Just then, before they could continue their trip to the station, Brainstorm placed the unconscious bandits on the grass and released them from his web of electricity, much to his new friends' confusion.

"Hey, man. Why are you droppin' 'em off here?" Natsu demanded. "The town's right over there!"

Without answering, Brainstorm tapped the Omnitrix dial on his belt and in another green flash, returned to his human form, placing his hand on his head in moderate discomfort.

"Are you okay?" Lucy asked, concerned.

"Yeah...I'll be fine." Ben groaned. "If I use too much of Brainstorm's lightning, it gives me a serious headache."

"Then we should've just kept walking and toughed through it!" Natsu inputted. "It's not even that far!"

The jacket-wearing teen glanced at Natsu, and questioned, "Well tell me this, have any of you ever seen a giant crab with lightning shooting out from its brain before today?"

The trio simply blinked, looked at each other, turned back to Ben and shook their heads.

"Thought so." He replied. "And if that's the case, then I doubt those guards that are waiting for these guys won't have either. Sorry, but I really don't feel like getting attacked again right now."

"Then what should we do?" Happy asked.

"Happy," Lucy turned to the blue, flying cat, "do you think you could go get the guards for us? I don't think they'll mind walking a little to round up a gang of criminals."

Happy nodded and gave a salute. "Aye, sir!"

Happy then flew off into the city, leaving Ben, Lucy, and Natsu to look after the still-unconscious gang of bandits. After several minutes of waiting, Happy returned to the forest with a large squad of guards from Oshibana Station. All of them were more than happy to take the criminals away, and were equally pleased that they didn't have to do any of the fighting themselves.

Unfortunately, their client was not among the guards that had come to rally up the bandits. One of them informed the wizards and superhero that the one who submitted the job request was still at Oshibana Station, so they'd need to go there to claim their reward. Not that it bothered them, as they needed to head there anyway to get back home via the train.

After walking a short ways through the bustling town of Oshibana, they had reached the train station. Along the way, Ben had noticed that the town wasn't anywhere near as high-tech as the cities that he was used to seeing in his own universe. There didn't appear to be any actual roadways, simply walkways with dozens of people around every turn.

Eventually, they had reached the station at the center of town. It was a very large building, brown, brick arches and green-tiled roofing, as well as two tower-like structures on either side of it. The railway extended from inside the building to either direction outside, and off into the distance both ways.

Once they had gotten inside, the client, who had been notified by one of his coworkers that his request had been successfully completed by a group of wizards, was waiting for them, money in hand. After thanking the group and handing Lucy their reward, the four then went to one of the many benches that were lined up along the edge of the train tracks. Ben took a good look around, and it was certainly an impressive building.

"Can you believe it?!" Lucy yelled excitedly. "There was actually a bonus if nothing got destroyed!"

"Is that something that happens often or something?" Ben wondered, bewildered.

Lucy slouched her head and shoulders, and mumbled, "You have no idea..."

"Good thing we weren't in the town when we fought 'em." Happy pointed out. "Otherwise, Natsu might've destroyed the railroad again."

"Hey, man! That wasn't my fault and you know it!" Natsu retorted, annoyed. He then crossed his arms. "If you want someone to blame, blame that dress-wearin' windbag, why don't yah..."

Ben cocked his head slightly in confusion, unaware as to what Happy and Natsu were talking about.

"'Dress-wearing windbag'?" echoed Ben.

"It's a long story..." Lucy simply stated. It didn't take more than a couple of seconds for Lucy's downcast expression to change back to one of excitement once again. "Anyway, I'm gonna go pay for our train tickets with some of the money we just earned! Be right back!"

With that, Lucy skipped off happily toward the ticket booth, which was against the wall behind the group. As she did that, Ben noticed Natsu slump in his seat on the bench, looking grumpier than ever.

"Great..." Natsu grumbled.

"Something wrong, dude?" Ben asked.

"Natsu and vehicles don't mix very well." Happy explained. "He gets _super_ motion sick."

Ben's eyes widened slightly from that bit of information. A boy who could summon fire from his hands and mouth got motion sickness? That was certainly odd.

"Motion sickness?" Ben repeated. "How bad are we talking?"

"_Really_ bad. You'll see."

Before Ben could say anything in response, the sound of a piercing whistle rang throughout the station, and a moment later, the train had arrived. Once Lucy had rejoined her friends, all four of them boarded the train.

They spent a moment looking for a compartment, but it didn't take long to find one. Once they did, they piled into it, with Ben and Lucy sitting on one side, and Natsu and Happy on the other. People were still boarding, so the train hadn't started moving just yet. Nevertheless, Natsu still looked anxious over in his corner of the compartment.

Ben turned to the blonde girl next to him. "So, you guys said you're taking me to your 'guild' or something, right?"

"Yup!" Lucy smiled. "We're wizards from the Fairy Tail guild." She then began to squeal girlishly, "And ours is the greatest guild ever!" she giggled giddily to herself.

Ben cocked a brow at Lucy in confusion. Whatever she was referring to had her excited, clearly, but that didn't do anything for Ben's understanding.

"'Fairy Tail'? What is that?" the teen hero asked.

Lucy's giddy giggling came to a screeching halt when Ben had asked that. She turned to him with her jaw agape, obviously shocked by what he had just asked.

"Are you serious?!" She cried. "You've never heard of _Fairy Tail_?!"

Ben could only shake his head in response, further shocking the blond wizard sitting next to him.

"They're only the most famous wizard guild in all of Fiore! They've done countless interviews in Sorcerer Weekly Magazine, and-"

"What do you mean, 'they'?" Natsu interrupted. "You're a member now too, or did you forge-"

Before Natsu could even finish his inquiry, the train finally began to move. The look on Natsu's face grew more and more apprehensive by the second, much to Ben's confusion.

"Hey, man, you okay over there?" Ben asked.

Suddenly, Natsu began sweating from practically every pore on his face, somewhat startling Ben. Lucy and Happy, however, didn't look all that fazed by their pyrokinetic friend's predicament.

Ben was about to step out of the compartment to request help, but before he could even stand up, Natsu's cheeks puffed out while his face turned a sickly purple color.

"I am...so sick..." his barf face intensified as he covered his mouth.

"SERIOUSLY?! WE JUST STARTED MOVING!" shouted Ben.

Happy shrugged. "That's Natsu for yah."

"You weren't kidding! That was practically instantaneous!" He turned to Lucy, "Is he always like this?"

Lucy sighed. "Whenever he's on a vehicle, yeah..."

"Don't worry about it. He'll be fine." Happy dismissed.

Natsu looked to Happy, weakly. "How could you abandon me?!" He covered his mouth again.

Ben simply looked back to Natsu, still somewhat shocked by how quickly his motion sickness had kicked in. However, it didn't take long for him to shake it off and regain his position in his seat. He then turned to Lucy, another question having entered his mind.

"Hey, let me ask you something." Ben said.

"What's up?"

"You talk about these guild things so much, but what exactly are they?" the superhero questioned.

Both Lucy and Happy looked at Ben incredulously. Natsu likely would have as well, were he not currently depositing his lunch out the window of the train.

"You can't be serious. First Oshibana, then Fairy Tail, and now guilds in general?" Lucy said in disbelief.

"Yeah, it's super weird." Happy commented. "Shouldn't you know this stuff? I mean, you're a wizard too, after all."

That statement was a bit surprising for Ben, to say the least. Throughout his hero tenure, he had been called a wide variety of things; monster, circus-freak, superhero, and menace, to name a minor few. However, never had he been called a wizard before. He couldn't even use magic back in his own universe, let alone whatever crazy world this was.

"Well... I, uhhh..." he scratched his head sheepishly. "The thing is...I don't really use magic, exactly."

Lucy and Happy both jumped a little in shock from Ben's statement, while Natsu was slouching down in his seat, still trembling from his crippling motion sickness.

"What?! How is that even possible?!" Lucy demanded. "It _has_ to be magic! The only people I know that can turn into creatures like the ones you used are Take-Over wizards!"

"Yeah! If you don't use magic, then how'd you do all that crazy stuff with the lizard-man and the lightning-crab?!" Happy wondered, sharing the same shock as the blonde wizard.

Ben was slightly taken aback by their reactions to his response. Though, it was only natural, really. This world has its own history and common knowledge, none of which Ben was familiar with, being from another world entirely. Still, he didn't really know what to reply with. He could tell them the truth, but what were the odds that they'd believe him? They were already having a hard enough time believing he didn't use magic!

Ben stood up from his seat, much to Lucy and Happy's confusion, and took a look outside the train compartment. He looked down the aisle both ways, to see if anyone might be eavesdropping on them, and although that didn't appear to be the case, he decided to play it safe for now, and reclaimed his seat next to Lucy.

"Maybe we should wait until later to talk about this." Ben advised. "Y'know, when there aren't so many people around?"

Lucy and Happy merely looked at each other, then back to Ben, and nodded. They didn't know why Ben was being so secretive, or why he was claiming he didn't use magic, but they decided to leave the subject alone for now per his request.

With that, Ben leaned back in his seat, relieved that they were willing to wait.

"Thanks. And sorry, I know you guys are curious. Tell you what, if I promise to tell you about it, do you think you guys could tell me about the magic you guys used back there? I've never seen anything like it before."

Happy and Lucy quickly leaned in close to each other, and began to whisper amongst themselves.

"Are you sure we should tell him? He said he doesn't use magic, but what if he's lying?" Happy whispered, but not very subtly.

"I _can_ hear you, you know." Ben deadpanned.

Ignoring Ben's comment completely, Lucy and Happy continue to whisper.

"Let's give him a chance. He helped us out twice today, after all. What could it hurt?" Lucy replied.

A few seconds later, Lucy returned her attention to Ben, resuming her previously upbeat demeanor.

"Well, I guess that's understandable. There aren't too many people who use my kind of magic out there." She smiled. "I'm what's called a Celestial Wizard. I can use my Gate Keys to summon Celestial Spirits that I've made contracts with."

"Celestial Spirits?" Ben repeated. "You mean like that Taurus guy?"

"Yup! He's one of the Zodiac Spirits. There are only twelve of them, so their keys are pretty hard to come by. _Their_ keys are gold, but there are also silver keys too. Silver Gate Keys are a lot more common, and you can even find them in magic shops. Here, I'll show you one..."

Lucy stood up from her seat, and reached for her key ring. From it, she pulled off a silver key. The key's blade was shaped like a small paw, oddly enough. She thrust the key forward, just as she did with Taurus's back in the forest.

"**Open, Gate of the Little Dog: **_**Nikola!**_"

With a puff of smoke, and another loud doorbell, a small orb of light appeared. Shortly after appearing, the orb began to shift, and in another couple of seconds, the light dispersed, revealing a small, white creature with beady eyes, a round head, and a nose that looked almost like a carrot. Overall, it somewhat resembled a snowman with skinny arms and legs. For some odd reason, it was constantly shivering, even though it was fairly warm inside the train.

Ben stared at the shivering creature for a moment, blinked a few times, and turned to Lucy with a blank expression. "I think you got a dud."

"DUMMY, HE'S SUPPOSED TO LOOK LIKE THAT!" Lucy yelled.

The Celestial wizard quickly reached down and picked up the strange, white creature, and began to snuggle it intensely, though the creature seemed to retain its original expression as she did so.

"You're not a dud, are you, Plue?" She said in a puppy-dog voice. "You're the most adorable spirit ever, aren't you? Yes you are!"

"'Plue'? What kind of a name is that? Didn't you say it was called 'Nikola' or something?" Ben inquired.

Lucy stopped snuggling Plue and turned to Ben. "Nikola is the species, yeah, but I named this one Plue!"

"Oh, I see..."

Ben then turned to Natsu, who was currently shivering just as much as Plue was as he slouched so far down in his seat he looked like he was about to fall onto the floor. It was then that Ben had yet another question.

"How about Natsu? I remember him saying he was something called a 'Dragon Slayer', right? I'm assuming that means he's slain a dragon?"

Hearing his pink-headed friend's name mentioned, Happy suddenly tuned in, apparently having not been paying attention during Lucy's explanation of her own magic to Ben.

"Oh no; even though Dragon Slayer Magic was created to fight dragons, Natsu's never used it on one." Happy clarified. "Actually, it was a dragon that taught it to him in the first place."

Ben was surprised to hear that. Natsu had been taught how to use his magic by a dragon? Somehow, Ben got the feeling that dragons in this universe were nothing like the dragons of his universe.

"So wait, a dragon taught him how to use magic that was meant to kill its own kind? Why would it do that?" Ben pondered.

Happy shrugged. "I dunno. I just know that the only way for a human to learn Dragon Slayer Magic is to be taught by one. Natsu was raised by a Fire Dragon named Igneel. _He's_ the one who taught it to him."

Ben's eyes went wide when Happy said that. He had only been in this world for less than a few hours, and he had already been dumbfounded several times, but this was by far the craziest revelation yet. A human being raised by an actual dragon? Surely it couldn't get any weirder than that...

"He was actually raised by a _dragon_? Seriously?"

Happy simply nodded in response. Ben stared at the Dragon Slayer in question for a moment, wide-eyed, until he turned back to Happy.

"So...what happened to this dragon? To Igneel, I mean." Ben asked.

The blue cat shook his head. "Nobody knows. Seven years ago, Igneel just disappeared. Didn't even tell Natsu where he was going. No one's seen a dragon since, but even so, Natsu's been looking all over for Igneel since that day, always chasing rumors of dragon sightings whenever he can."

A moment of silence passed in the train compartment. Ben took another look at Natsu, who was still just as motion sick as ever. Despite how crazy it was that the pink-haired wizard was brought up by a dragon, Ben couldn't help but feel sympathy for him. Having the only parent you've ever known just up and disappear one day must be extremely hard, especially at a young age. And it sounds like he's pretty desperate to find him too. Even so, had Happy not just explained all this to him, he'd have likely never noticed that desperation simply by interacting with Natsu. Back in the forest, he seemed to be full of energy and life.

The rest of the train ride was rather uneventful, but it did allow them enough time for Ben to get a grasp on what a guild was. Lucy explained that a wizard guild was essentially a place for wizards to find work, which usually involved helping others in some way. They also gave those wizards a place to call home, and people to call family. To Ben, it sounded like a great idea, though he did feel a tad jealous that these wizards basically did the exact same kind of work that he did, only they got paid for it.

Happy went on to explain how all of the magic guilds are run by their respective guild masters, who all report to what's called the Magic Council, a government of sorts for the magical world. The various guild masters are responsible for any mischief or destruction the members of their guild may cause, which usually results in a lot of paperwork.

Lucy also explained that wizards can team up and form smaller groups within the guild to take on more difficult jobs together, with each receiving a fraction of the reward. She went on to inform him the she, Happy, and Natsu, were all part of a team, along with two others, and that this team was regarded by some as the strongest team in Fairy Tail.

As a way of saying thanks to the two wizards for explaining so much to him, Ben decided to tell them small bits of information about himself. He mostly told them about some of the powers his various transformations had. He did, however, decide against telling them that his forms were actually aliens. He wasn't even sure if they would know what that meant, and he really didn't want to get into any details while on the train. Regardless, what he did tell them was enough to leave their jaws hanging down to the floor.

While Ben didn't know just how powerful these wizards were, judging from their reactions, he apparently had a lot more variety than most. In this world, unlike in Ben's, there were dozens of different types of magic, but even so, wizards typically only practiced one, though they could learn a few spells here and there that were outside of their specialties.

Boy, was the rest of Fairy Tail in for a surprise today...

...

After a few hours on the train, and Natsu periodically chucking his innards out the window, the group had arrived in the bustling town of Magnolia, home of the famous Fairy Tail guild. The group rose from their seats in the compartment, and made their way off of the train. As soon as Natsu set foot on the ground, he seemed to almost immediately recover from his motion sickness, much to Ben's surprise.

_'I guess it wears off just as quick as it kicks in...' _mused Ben.

The Omnitrix bearer was even further surprised when Natsu raised his fists in the air, and exhaled a plume of fire from his mouth.

"I'M ALIVE AGAIN!" Natsu shouted exuberantly.

"Well, someone's excited..." Ben mumbled.

It didn't take long for Lucy to slap Natsu upside the back of his head, thus bringing his celebratory flame-spouting to an end.

"Not here, Natsu!" the blonde yelled. "You'll burn down the station or something! And we are _not_ spending any more of our reward money paying for damages!"

With that, the group set off and exited the station. Upon entering the town itself, Ben was immediately surprised at how far the buildings went on. The three Fairy Tail wizards didn't give Ben a tour, per se, but they did point out various shops and other establishments as they walked through the massive town.

As they walked, Ben couldn't help but think to himself how the town bore a resemblance to Oshibana in a way. Both towns resembled ones that might have existed in Ben's world several decades ago, but even so, they still had a somewhat new, fresh air about them. It would appear that this world wasn't as technologically advanced as Ben's, judging from what he'd seen of it thus far.

Eventually, the group came up on the large cathedral in the center of town, which Lucy had informed Ben was called Kardia Cathedral. It was massive, or at least compared to the buildings surrounding it. Ben was certainly impressed by the scale of it, as well as its overall design. He'd seen many grander buildings in his own universe, but given the nature of this world's architecture, it was certainly worthy of praise.

After the brief stop, the wizards led Ben down the street behind the cathedral, and across a bridge overhanging a river that ran throughout Magnolia. They had even seen people in small boats rowing under the bridge as they passed, with one of them calling out to Lucy, telling her to be careful and not to fall in.

After a few minutes of walking through the somewhat crowded street, they eventually came upon the Fairy Tail guild hall. The building sat close to the edge of a cliff overlooking a large lake, known as Lake Scilliora. It was fairly tall, though not as tall as Kardia Cathedral, and strongly resembled a pagoda. It had white walls, and a large, decorated, red door, as well as two red, pentagonal windows on either side of it. Above the door was a wooden sign that read "Fairy Tail" in big, blue letters, while the sign itself had a gold trim, as well as two symmetrical, fairy-like silhouettes, both of which had tails, fittingly enough. On the highest level of the pagoda, there were three flags. The one of the left was green, and had a symbol that Ben didn't recognize, and same went for the one on the right, which was blue. The center flag was orange, and had a white symbol on it that looked similar to the two gold, fairy-like figures on the buildings sign. It was then that Ben noticed something; that symbol that was on the orange flag, was also on Natsu's right shoulder, in red, and the back of Lucy's right hand, in pink. Had these people gotten tattooed or something?

Ben was so caught up in the architecture of the building that he didn't notice Natsu, Lucy, and Happy beginning to make their way inside. Following quickly behind them, Ben entered the guild hall alongside them, and was certainly surprised by what he saw. Almost immediately, he was deafened by the noise that was ensuing within the building. It looked more like a beer hall in Ben's eyes, and was filled with dozens of people laughing, shouting, and drinking. It appeared like everyone present was having a great time.

"WE MADE IT BACK ALIVE!" Natsu exclaimed.

Ben simply turned to Natsu and blinked, taken aback by his loud and abrupt declaration. Despite that, a few people turned to see him, waved, and resumed whatever it was they were doing.

Suddenly, the group heard a sweet-sounding, feminine voice calling out to them.

"Welcome back, you three! I hope the job went well."

Ben turned to see who was speaking, to see that it was a young girl with flowing, white hair, with the bans pinned up above her forehead. She was a little on the short side, though not by much. She wore a red, sleeveless dress, and had impressive...assets. However, Ben chose to be a gentleman and focus on her face, which was also noticeably pretty.

Natsu placed his hands behind his head, and grins widely. "You bet it did! Went off without a hitch!"

"Aye!" Happy added, while raising up his paw.

"Well, that's certainly good news!" the white-haired girl smiled.

"Yeah, unless you call almost getting killed 'without a hitch'..." deadpanned Lucy.

The white-haired girl turned to Lucy, surprised. "Goodness me, that doesn't sound good at all. What happened?"

"Oh, you know...the usual." Lucy replied.

"Well, it looks like you made it back home safe and sound."

It was then that the white-haired beauty turned her attention to Ben, who had been standing off to the side, slightly behind the group.

"And who might this be?" the white-haired girl asked.

Natsu places his arm over Ben's shoulder and smirked.

"This is Ben!" the Dragon Slayer introduced. "We found him while we were out on our job!"

"I'm pretty sure _I_ found _you_." Ben corrected.

Natsu removed his arm from Ben. "Yeah, yeah, whatever. Details, man. Anyway, he helped us out with the job, but then he said he doesn't have anywhere to go. Says he doesn't know where his home is."

"Oh dear, I'm sorry to hear that." the white-haired beauty said honestly, and then smiled. "Well, I do hope you can find your way home soon." She paused to extend her hand. "My name's Mirajane. It's nice to meet you, Ben!"

Ben could only smile in light of this girl's cheerful attitude as he shook her hand. She was genuinely nice!

"Likewise," Ben smiled.

It was then that Lucy's eyes widened slightly, remembering why they had brought Ben with them in the first place.

"Oh! Hey, Mira, do you know where the Master is right now?" Lucy inquired.

Mirajane turned to Lucy, and replied, "Oh, he should be here soon. He's out doing some paperwork for the Magic Council."

"Oh, okay..."

Lucy then shifted her gaze out into the crowd of people in the guild hall, and seemingly spotted someone in particular.

"Hey, there's Gray!" the Celestial wizard turned to Ben. "Oh, Ben, Gray is one of the other members of our team that we told you about on the train."

Lucy then waved to the person she had spotted across the room, with that person seeing her, standing from his table, and walking over to the group. When he arrived, Ben had a better look at him. He was a young man, likely not much older than Natsu, with spiky, onyx hair. He wore black pants and a long, white coat with a blue trim.

Gray placed his hands in his pockets. "Hey, Lucy. Glad you guys made it back. How'd the job go with only flame-for-brains here as company?"

"It went about as well as you'd expect. Had some hiccups, but everything worked out in the end. Uh...Gray…where are your clothes?" Lucy groaned.

Sure enough, save for a pair of boxers, Gray had stripped off all of his clothes and left them in a pile on the floor. He gave Lucy a confused expression before looking down at himself, realizing she was right.

"CRAP!" the raven-haired wizard panicked.

As Gray scrambled for his clothes, Ben couldn't help but be confused, impressed, and slightly creeped out all at the same time by what the onyx-haired teen had just accomplished.

_'How did he do that so fast? And how did he not realize he was doing it...?' _Ben wondered.

Just then, another unknown voice began to speak from the jacket-wearing teen's right.

"Yup. That's Gray for yah."

Ben turned to whoever was speaking, to see a woman with long, slightly-curly brunette hair. She was wearing a pair of brown, knee-length pants held up by a pink belt, and a cyan-colored bikini top. She also had a dark blue armband on either of her upper arms, near her shoulders. She had that same marking that Natsu and Lucy had on the left side of her stomach. Was that something everyone in the guild had?

Ben pointed to Gray, and asked, "Does he do that regularly or something?"

"Pretty much." The brunette woman shrugged. "Can't call it a day without him strippin' down to his skivvies."

"It sounds like he has a problem then." Ben stated.

"Ah, you get used to it. By the way, the name's Cana Alberona. Nice to meet yah."

"Same here. I'm Ben Tennyson, and-"

Before Ben could even finish his introduction, Cana whipped out a considerably large barrel, which was about half her height, hefted it up, and started chugging away. Ben could only assume it was filled with alcohol.

The Omnitrix bearer simply slumped his shoulders as he watched Cana down an entire barrel of beer, thinking to himself all the while.

_'There's a good chance that just about everyone in this place is crazy.' _Ben inwardly said.

Some people around the guild hall seemed to notice the new arrival to the building, and decided to satiate their curiosity by getting a closer look. One of them was a tall brute of a man with spiky, white hair and tan skin, wearing a dark blue jacket, which was held closed by a line of large buttons, with the collar pointing upwards. He had a scar running down his face from his right eye, across his right cheek. The man stomped up to Ben, with the latter having to practically look straight up to see the former's face.

"So, this little dude helped you out?" the white-haired behemoth said. "Doesn't look like much of a man to me."

Before Ben could think of a response, Mirajane walked over to the two of them, still wearing her cheerful smile. "Ben, this is my younger brother, Elfman." Mira turned to her brother. "Elfman, Lucy just told me that Ben here saved her life on her and Natsu's last job."

Elfman's tough guy exterior seemed to soften slightly when his sister told him this; however, he retained a majority of his gruff demeanor as he returned his attention to Ben.

"He did, huh? Hey, is that true?" Elfman demanded.

Ben placed his hand on his neck, and replied, "Well, yeah, I guess. I was only trying to help out."

Ben didn't quite know what to expect from Elfman, seeing as he just met him. However, he soon got his answer when Elfman raised his right fist and clenched it, though never once taking his eyes off the green jacket teen.

"A _real_ man would be _proud_ of his accomplishments!" Elfman declared loudly.

"Oh no, I am, believe me." stated Ben. "I just don't like to brag anymore, that's all."

That was true enough. A couple of years ago, Ben had been pretty bad in terms of his ego. After becoming famous all around his universe, he let the fame go to his head and acted like a jerk to most of his friends and family. Thankfully, after two years had passed, he had matured immensely.

"What's this I hear about someone saving Lucy's life?" someone asked.

Ben, as well as the rest of the gathered wizards, turned to the still-open entrance of the guild hall, to see an extremely short-statured, elderly man. He had wrinkled skin and thinning, white hair, with a matching white mustache; not like Elfman or Mirajane's though, since his hair was most likely that way due to his old age. He wore an orange jacket with light blue cuffs, with a white t-shirt underneath that bore what Ben could only assume was the Fairy Tail guild's emblem, since everyone in the room seemed to have it. He also wore orange shorts, along with brown, curled shoes. On his head, he wore an orange and light blue, striped cap that resembled that of a jester. In his left hand was a wooden cane, which had a pink smiley-face at the top of it; though it didn't seem like he needed it to help himself stand.

"Welcome back, Master!" Mirajane greeted with a smile.

Ben turned to Mirajane with slightly-widened eyes, blinked, and turned back to the man. Did she just refer to this elderly man as "Master"? If that was the case, then according to what Happy told him that would mean that this little old man was in charge around here. He certainly wasn't expecting that.

"So, how did the paperwork go?" Mira questioned.

"Ah, forget about those Council blowhards." The old man dismissed. "As things are now, they're gonna drive me to an early grave long before any of you kids do, that's for sure."

It was then that Makarov took notice of the new arrival to the guild. It wasn't more than a second before Mirajane sidled over to the two of them.

"Master, this is Ben. From what Lucy told me, it would seem Ben actually saved her life while she and Natsu were out on a job today."

The elderly man turned from Mira to Ben, and gave the latter a long stare, as if he were trying to get a read on him. After a moment of this, he extended his right hand out to Ben.

"Well, in that case, my name is Makarov, and I am the Master of this guild. If it's true that you saved the life of one of my children, then I can't possibly thank you enough. You have my deepest gratitude."

That was certainly fast, or least, faster than Elfman. He didn't expect the elderly man, now known as Makarov, to open up to him that quickly. Ben extended his own right hand, and shook Makarov's, which he almost had to bend down to do, since the man was so short.

"It was no problem." Ben said. "I just saw she was in danger, and did whatever I could to help." Just then, Ben realized something. Makarov had just referred to Lucy as _"one of his children."_ Were they actually related? "Wait, so Lucy is your daughter?" the Omnitrix wearer asked.

Makarov chuckled. "I consider every member of this guild my family, young man. Whether we're related by blood or not, that's what we are; a rowdy, crazy family, but a family nonetheless."

Ben smiled. "Well, I'm glad I could help out."

Natsu, Happy, and Lucy all approached Ben, Makarov, and Mirajane.

"Speakin' of helping out..." Natsu mentioned.

"Yeah," Lucy continued, "Master, when we were out on our job, Ben said he doesn't have any place to go."

"He said he doesn't know where is home is." Happy finished.

Makarov looked at Ben. "Is that right?"

"Well...yeah. Kinda..." Ben replied sheepishly.

Natsu crossed his arms, and retorted, "'Kinda' nothin', man! You didn't even know what a guild was before today!"

"Yeah," chimed Happy, "wherever you're from must be _super_ far!"

Ben glanced at Natsu and Happy, then back to the floor, in thought. They weren't exactly wrong, per se, but...

"So, Master, the reason we brought Ben with us is because, well... We thought maybe he could-"

Lucy didn't even get to finish her statement before Makarov held his hand up to her, signaling her to stop.

"Say no more." Makarov turned to Ben. "So, you need a place to stay, am I correct?"

Ben was hesitant to answer. He knew Natsu and Lucy had offered him a place to stay, but he was still weighing his options in his mind. He didn't know if he wanted to get too comfortable, and he still wasn't sure if he was really okay with these people going out of their way to put him up. After all, this building seemed cram-packed already.

However, just like back in the forest, he could tell by the tone of Makarov's voice that he really was grateful for Ben saving one of his "children," and wanted to repay him somehow. And if Paradox hadn't found Ben by now, then chances are it could end up being a while before he did. Ben would need a place to eat, sleep, and so on, until that happened. Once again, his choice was made clear.

Ben looked to Makarov and nodded. "Yeah. I do..."

Makarov smiled. "Then it's settled." The Fairy Tail master turned to Mirajane. "Mira! Would you mind setting up one of the storage rooms for Ben here?"

"Not at all, Master!" Mira beamed.

With that, Mirajane quickly turned around and headed for a door to the back of the large, open guild hall. Now that that was out of the way, Makarov had one question for Ben.

"Now, I have no problem with letting you stay here until you can find your way home. After all, it's the least I can do for you in return for what you've done. However, I would like to know wherever it is you're from." Makarov proclaimed. "I have no doubt that you're a kindhearted young man, but in order to ward off the suspicion of others... I don't want them thinking that we're harboring some kind of spy from another country or anything of the sort."

Ben's eyes widened slightly. He should've expected someone would want to know where he was from eventually. He didn't know the names of any cities, towns, or countries in this magic-filled universe, save for the few that Lucy mentioned before, and even if he did, he wouldn't feel right lying to them outright; not after they had shown so much kindness to a random stranger like himself.

This was it. He had no other choice but to tell them where he was actually from, regardless of whether or not they'd believe him. However, after learning a bit more about this world, perhaps the likelihood of them actually believing him wasn't as low as he had previously assumed.

"Well... Sure." Ben conceited. "I'll tell you...but, you all might wanna find a seat or something. It's kind of a long story."

Per Makarov's instructions, most of the present wizards pulled up seats from various benches and stools throughout the guild hall, while others simply stood. All of them gathered around one person in particular: Ben.

Ben stood in front of the bar counter, and began his story. He started by introducing everyone to the idea of alternate universes. Thankfully, Professor Hamilton's explanation of the concept proved to be sufficient enough for most of the wizards, such as Lucy who's Celestial Spirits were actually from another world, and Makarov, who was simply intelligent enough to grasp it, and to realize the idea isn't as far-fetched as one might think. Other wizards, however, like Natsu and Elfman, needed to have it simplified for them.

Then came the big news. When Ben told them that he was actually _from_ one of these alternate universes, practically every jaw in the building gravitated to the floor instantly. Though, it did make some sense to Lucy and Happy, seeing as he didn't know anything about the various towns in Fiore, about guilds, or anything about the magical world. Why would he if he was from another world entirely?

Ben then went on to explain to them how, in his universe, magic didn't even exist, or at least not like it did in this world. He also told them that unlike everything in this world nearly everything was a result of science and technology, with practically everything in his world being more technologically advanced than in this one.

He touched briefly on his own abilities too, as well as what aliens were. Judging from their reactions, it would seem that there were either no such things in this universe, or no contact had been established with any if there were.

Ben concluded by telling everyone how he had ended up in this world, all the way from Professor Hamilton's lab, to the forest near Oshibana, and then to his encounter with Natsu, Lucy, and Happy.

For a moment, the entire room was silent. Needless to say, the wizards were all shocked by the countless information bombs Ben had just dropped on them. None of them really knew what to say or think, until Cana finally broke the silence.

"Man, he wasn't kiddin'. That _was_ a long story..." Cana noted.

"You poor thing," Mira sympathized.

"Wow, Ben... I had no idea you were from another world like Lucy's spirits." Happy added.

For the duration of Ben's story, Makarov had been sitting on a bar stool next in the front of the group, listening intently, his eyes closed and head lowered for most of it.

"So, tell us, Ben." Makarov spoke. "You say you don't use magic. If that's the case, then how do you manage to turn into the creatures that you've described? These...aliens, you call them?"

"Yeah. If it's not magic, then what is it?" Elfman asked skeptically.

Without responding, Ben lifted up his left sleeve, and held up his arm, allowing everyone to get a good look at the Omnitrix around his wrist. Natsu, Lucy, and Happy had seen that strange device before, just before he had turned into that giant lightning-crab, Brainstorm. They were still perplexed as to what it was, as were the rest of the wizards present.

"This is called the Omnitrix." Ben explained. "This is how I do it. It lets me transform into any sentient race in my universe. It's not magic, but I can see why you guys might think it is."

Suddenly, a petite young girl spoke up. She had wavy, somewhat wild blue hair, with her bangs held up by a patterned, orange bandanna. She wore a short, blue vest that left her midriff exposed, with a yellow bikini top underneath it. She also wore white, knee-length shorts, held up by a brown belt. This was Levy McGarden.

"So, how many of these aliens does that thing have?" Levy inquired.

Ben turned to Levy, and answered, "It has about seventy that are readily available. Give or take five to six."

Ben's statement left practically everyone in the guild hall speechless. Seventy transformations?! That was far more than any Take-Over wizard they had ever seen! However, Levy noticed something about the way Ben said that.

"'Readily available'?" Levy repeated. "What does that mean exactly? Are you saying it has more than that?"

Ben nodded. "Well, unfortunately, it's not fully unlocked right now. But when it is, it has the DNA of over one million different aliens."

If the jaws of the gathered wizards dropped any further, they would've fallen off of their skulls. A million?! Seventy was already insanely more than the average Take-Over wizard, but that was just incredible! Was that tiny device on his wrist really that powerful?

Just then, a man stepped forward to speak up. His most notable trait physically was his brown, fluffy, ostentatious pompadour hair. He appeared to be in his mid-thirties, and had a pipe in his mouth. He wore a loose, light green shirt, which was decorated with many motifs of dark green, stylized flowers, each with five petals. He also wore a pair of brown pants, cut off just below his knees. This was Wakaba Mine.

"And how long did yah say you've had this thing for?" Wakaba asked.

Ben looked at Omnitrix before turning to Wakaba. "I've had this one for a couple years now. But, I started using the original eight years ago when I was ten."

"WHAT?!" Everyone, save for Makarov, shouted.

Ben was somewhat startled by everyone's reactions to what he'd just told them. Though, it did make sense once he thought about it. The Omnitrix was an incredibly powerful device, with the abilities and strengths of every sapient species in his universe. There were DNA samples of some unbelievably destructive aliens inside it. For somebody to wield such a device at the mere age of ten would be shocking tale to anyone.

"Yeah," Ben explained, "and ever since I got it, I've been using it to help people, whether that means fighting a giant monster, stopping a robbery, or whatever else."

With that said, Elfman walked over to Ben with a smile on his face, and patted Ben on the shoulder. His impressive strength, however, sent Ben sprawling onto the floor. "Wow! Now _that's_ what I call manly!" he proclaimed.

"Thanks..." Ben said weakly, "but I'd like to be a man _without_ broken bones...if you don't mind."

After a brief moment, Ben picked himself up from the floor, and dusted himself off, with Elfman crossing his arms and smiling, still seemingly unaware that his strength had been too much for Ben.

"So, Ben, you talk about these alien things, but what do they do?" Gray wondered. "I'm guessin' they're not just for show, if yah used one to take out a bunch of bandits."

Ben adorned his face with an expression of deep thought. It was true that his various aliens had a wide array of abilities, but he had sort of lost count of just how many he had.

"Let's see..." Ben counted his fingers as he spoke, "there's super-strength, super-speed, flight, regeneration, and a bunch of elemental powers... I kinda lost track, to be honest. The list runs on pretty long."

Gray's eyes widened as he whispered to himself, "No way..."

The onyx-haired teen couldn't really think of anything else to say. It was crazy. If Ben was even half true, that would mean that he was probably one of the strongest people in the entire building.

Suddenly, Natsu barged through the crowd of wizards with an excited look on his face, and a fire in his eyes, similar to the one Ben saw in them when the Dragon Slayer was fighting bandits back in the forest.

"Alright, Ben! You and me! Right now!" Natsu called out. "Show me what yah got!"

Ben merely blinked at Natsu's declaration, while everyone else simply groaned or sighed as they face-palmed in exasperation. Was Natsu thinking what Ben thought he was thinking?

"What're you suggesting exactly?" Ben asked, confused.

"Oh, come on, man! Isn't it obvious?!" Natsu clenched his fist. "We gotta fight to see who's the strongest! Duh!"

"Geez, give it a rest, kid. You already got your butt handed to yah once this week." Wakaba stated. "That ain't enough for you?"

Natsu turned to Wakaba, annoyed. "Watch it, old-timer! I didn't lose! The fight got called off because those stuck-up Council jerks interrupted it! I _totally_ would've won if _they_ hadn't butted in!"

"That's enough, Natsu!" Makarov ordered. "I won't allow you to fight a guest of this guild!"

Makarov's order seemingly fell on deaf ears as Natsu returned his attention, and excitement, back to Ben. The Omnitrix bearer was confused, to say the least. He didn't see the point in fighting anyone if he didn't have to. He then turned his gaze to the gathering of wizards behind Natsu, all of whom had resigned expressions on their faces.

"He's not gonna stop bugging me about this until I fight him, is he?" Ben deadpanned, pointing at Natsu.

The wizards all simultaneously shook their heads, thus confirming Ben's suspicion, leading the superhero to sigh. He didn't want to do this, but if Natsu wouldn't let up until he conceded, he might as well get it over with now.

"Just do it. The sooner you fight him, the sooner I can drink in peace." Cana said.

_'Far be it from me to keep a woman from her alcohol...' _Ben thought dryly.

The superhero snapped himself from his musings, and turned himself to his soon-to-be opponent, a serious expression on his face

"Alright, Natsu. I'll give you a fight, but only on three conditions..."

Natsu's grin grew wider than ever in anticipation. He was clearly about to burst from excitement any moment.

"First, we take it outside. I don't wanna wreck your guild hall by accident or anything. Second, if anyone gets seriously injured, we call it off. And finally, after this, regardless of who wins or loses, I'm _not_ going to fight you again."

Natsu's excited mien shifted to one of slight disappointment once he heard the last condition, but it didn't take more than a few seconds for him to perk back up again.

Makarov turned to Ben, and asked, "Are you sure about this? You know you don't have to..."

"I'm sure." Ben clarified, looking at Natsu with a confident smirk. "If Natsu wants a fight so badly, I'll give him one."

"Aright, man. You got yourself a deal! Let's do it!" Natsu shouted eagerly.

Most of the other wizards gathered in the guild hall began to talk amongst each other, clearly excited about this development. They'd just heard so many amazing things about what Ben can do, and now they would get to see him face off against Fairy Tail's very own Fire Dragon Slayer, Natsu Dragneel!

"Can't we ever just have a normal day around here?" Lucy sighed.

...

A few minutes later, and everyone who was inside the Fairy Tail guild hall piled outside. They formed a large circle around the area in front of the guild, which would serve as an arena of sorts for the upcoming brawl. Nevertheless, they all stayed a fair distance away from the center, as per Ben's insistence. With that sorted, Natsu and Ben took their places inside the ring.

"You ready for this, Natsu?" Ben grinned. "You can still back out, you know."

Although Ben was reluctant at first, but he had to admit, he was a bit excited for this. He hadn't done any real fighting in a long time. After the Plumbers received advanced tech, any low-lives he ended up handling just got sloppier and sloppier with each passing day. It might be fun to have a good, friendly match with someone who knows his way around a fist fight. And besides, he may have been reluctant at first, but Ben 10 fought to win. No doubt about that.

"Are you kidding?! This is awesome!" Natsu raised his head and exhaled a plume of fire. "_I'M FIRED UP!_"

It was then that Makarov stepped up, in between the two combatants, and raised his hand into the air.

"Let the match..._begin!_" he swiped his hand through the air.

Makarov quickly retook his spot in the crowd, while the two fighters prepared themselves. Natsu engulfed his hands in flames, never once losing his wide, excited grin. Meanwhile, Ben activated his Omnitrix. He spent a few seconds scrolling through the playlist, looking for an alien that would be most appropriate to fight Natsu.

Then, he saw it: the perfect icon to match Natsu's hotheaded nature. Surely he'd enjoy fighting this one. Ben tapped the faceplate, and slammed down the core as soon as it popped out. After the resulting green flash, the surrounding wizards gaped at what stood in Ben's place. It was a nine-foot-tall, humanoid tiger with no tail. It was extremely buff, and bore a large black claw on either hand. Its chest, chin, feet, and hands were all white, while the rest of its fur was orange with black stripes. The Omnitrix dial rested proudly on its chest.

**"RATH!" **Rath pointed to his opponent angrily. "LEMME TELL YA SOMETHIN', NATSU DRAGNEEL, SON OF IGNEEL! NOBODY PICKS A FIGHT WITH RATH, WITHOUT GETTIN' THEIR FACE STOMPED IN, _AND OUT THEIR BUTT!_"

In the crowd, Happy was jumping up and down, bursting with excitement at the sight of this cat-like form of Ben's, immediately thinking it was the coolest thing ever. Lucy, on the other hand, was shocked by the sudden change.

"Whoa," Lucy gaped, "What's wrong with Ben? It's like he's a totally different person!"

Levy, who was standing next to Lucy and had heard her question, was also curious as to what had caused this shift.

"I dunno. Maybe some of his forms affect his personality somehow?" Levy suggested.

"Who cares?! It's the most awesomest thing EVER!" Happy giggled excitedly to himself.

Natsu was the only person present who remained unaffected by Ben's sudden personality flip. In fact, if anything, it only made him even more excited. The Dragon Slayer then leapt forward, his flames intensifying as he did so.

**"Fire Dragon Iron Fist!"**

Natsu reared back his flaming fist, and slammed it into the side of Rath's face. Upon contact, Natsu's attack erupted into a conflagration of fire and smoke, making it impossible for anyone, himself included, to see the result. The fire-breather landed on the ground, and leapt back and out of the smoke, waiting for it to clear so he could see his handiwork.

After a few moments, the smoke cleared, and everyone was shocked by what they saw. Not only was Rath still standing, but he looked almost completely unaffected by Natsu's attack! The tiger-like alien's head was merely turned slightly from the impact, with a bit of soot on his cheek. The Appoplexian simply turned his gaze to Natsu, and wiped the soot off of his face.

"Is that all you got...? IS THAT ALL YOU GOT?!" Rath roared. "RATH'S BEEN HIT BY _ICE CUBES_ HOTTER THAN THAT!"

"WHAT'D YOU SAY?!" Natsu yelled, clearly angered by that remark.

With that, Rath crouched low, preparing an attack of his own. "Now it's _Rath's_ turn..."

Rath suddenly leapt forward, and before Natsu could react, the feline alien shoulder-checked the Dragon Slayer, knocking the latter back several feet. Natsu was sent rolling across the ground, but managed to catch himself and land in a crouching position. A second later, the pink-haired wizard rubbed his chest in slight pain, much to everyone's surprise.

This creature that Ben had turned into was undeniably full of bravado, but it had the strength to back it up as well, if it was able to injure Natsu enough for him to actually look pained. That said, the hotheaded wizard wasn't anywhere near done yet.

Natsu quickly picked himself up, and began to puff out his cheeks, just like Ben had seen him do earlier, in the forest.

**"Fire Dragon **_**Roar!**_**"**

In order to avoid Natsu incoming torrent of fire, Rath jumped high into the air, flipped, and landed behind the pyro-wizard.

"SIRIUS BUTT-KICKING!" Rath exclaimed.

Rath reared back his leg, and kicked Natsu in the rear, which sent the Dragon Slayer tumbling forward and onto his face. Rath then lifted Natsu upside-down, and jumped into the air.

"POLARIS PILEDRVER!"

The hero-turned-Appoplexian delivered a brutal piledriver on Natsu, leaving cracks in the stone-paved ground, causing some of the wizards in the crowd to wince.

Normally, the part of Rath's mind that was still Ben wouldn't let himself go this far against an ordinary human opponent, but after that first blow, he realized that Natsu could take far more punishment than any human he'd ever met. Was that toughness a quality that all humans in this world shared, or was it unique to Natsu? Regardless, after that piledriver, Ben figured that was the end of the fight.

He was therefore surprised to see that Natsu was already struggling back to his feet. However, not only was he able to rise, but he turned to face Rath with the same grin he'd been wearing this entire fight. That was certainly a shocker for Ben. Natsu just had his head smashed against solid stone, with the impact even leaving marks on the ground, but he was still excited for more?

Without a word, Natsu exhaled another powerful torrent of fire at Rath, with the Appoplexian dodging it by rolling out of the way. However, Natsu proceeded to follow Rath with roar, leading the alien to have to run on all fours to continuously dodge it. When Natsu's flames died down, Ben halted, and began to think to himself.

Natsu may not be the brightest person he had met in this world, but he seemed to have a firm grasp on fighting. Natsu now knew that he couldn't out-muscle Rath, so he had decided to give ranged attacks a try. This tactic might have worked, had Rath been the only form Ben could assume.

Rath reached his hand up to the Omnitrix dial on his chest, and slapped it, creating another green flash, leading most in the crowd, as well as Natsu, to shield their eyes.

When the flash died down, in Rath's place stood a tall, primarily red creature. It somewhat resembled a mollusk in its overall appearance, as it had several gray portholes on its shoulders, arms, palms, and thighs. It had a sloped hump, inside of which its head resided. Its face was also red, although with a gray, pointed chin, and four green, slit eyes. Its upper arms were smooth and black, as was its waist, the latter of which had four gray, insectoid appendages latched onto it from the upper, red portion of its torso. Said upper portion displayed the Omnitrix symbol, in between two green lights, which greatly resembled eyes. The top of its feet had gray, blade-like attachments on them.

**"Water Hazard!" **Ben shouted.

Back in the crowd, everyone was impressed and surprised by Ben's sudden transformation, more so than the first time.

"He can switch from one form to another?" Gray said, surprised.

"That's crazy..." Elfman added.

"I had no idea he could do _that_." Lucy gawked. "We only ever saw him turn back into a human, and then into another creature. But now, it looks like he kinda has Erza's Re-Quip skills too!"

Gray's face paled when Lucy said the name "Erza." Though she referred to the final member of their team offhandedly, Gray couldn't help but think...if Ben was even close to being as strong as Erza...

"Switching between forms like that is an incredibly advanced technique for Take-Over wizards." Mirajane stated in a surprisingly serious tone. "I'm surprised Ben can manage it so easily."

If Natsu was surprised at Ben's sudden transformation switch, he did a good job of hiding it. The Dragon Slayer then puffed out his cheeks, and exhaled yet another stream of fire at Water Hazard.

**"Fire Dragon ROAR!"**

Water Hazard didn't even flinch, and instead held out his right hand towards the incoming fire torrent. Suddenly, and much to everyone's surprise, a powerful jet of water erupted from the porthole on the palm of the mollusk-like creature's hand, and upon contact with the raging flames, stopped it in its tracks. It created a huge cloud of steam that surrounded Water Hazard, making him completely undetectable within it.

After a moment with nothing happening, suddenly, Water Hazard lunged out from the steam cloud and towards Natsu. The Orishan moved so quickly that Natsu didn't have time to react before he felt a powerful fist connect directly with his gut, knocking him back a couple feet. Water Hazard quickly moved in and delivered another punch to Natsu's face, which he tried to follow up with another left hook, only for the Dragon Slayer to dodge, and spin around, igniting his leg in flame as he did so.

**"Fire Dragon Talon!"**

Water Hazard was surprised Natsu was able to recover from both a gut-shot and a right jab to the face so fast. He was so surprised, in fact, that he only barely managed to bring up his left arm to block the fiery kick that would've connected with the side of his head shell. The blow caused Water Hazard to slide across the ground a few feet to his right.

"Nimble, aren't you?" Water Hazard remarked.

Natsu grinned as he wiped his mouth. "Haha! Thanks for the compliment! You're not doin' too bad yourself!"

Water Hazard and Natsu stared one another down for a moment. In that moment, the teen hero realized he was gonna need something a bit more agile if he was going to keep up with Natsu. He knew just the alien for that. However, before he could reach up to switch aliens, Natsu had lunged at him, fists blazing, and was prepared to strike again. Water Hazard reacted by lifting up both of his arms, and blasted twin jets of water straight into Natsu's face, sending the wizard flying back about a meter. Natsu landed on his feet, but was coughing up water as a result of his face being blasted with it.

With Natsu distracted, Ben slapped the Omnitrix dial, and in another green flash, Water Hazard was replaced with a roughly four-foot-tall, monkey-like alien with light blue fur. It had four arms, six green eyes, and its light blue hair, which had grayish-white streaks in it, was flipped up. The parts of its body that weren't covered in fur, namely its face, chest, belly, feet, and fingers, were all dark blue. It wore the Omnitrix dial on its chest, with four green sashes connected to it that wrapped around its body. It also had a tail that had two grayish-white striped at the end of it.

**"Spidermonkey!" **he cried out, making monkey sounds.

Everyone watching was impressed yet again, but most was also slightly confused. How was this transformation going to aid him? It didn't look all that tough or strong. Without a moment's hesitation, Spidermonkey rushed forward over to Natsu.

Natsu, who was just recovering from the water he'd been blasted with, looked up to see a blue, three-fingered fist connect with his face, leading him to stumble slightly. Spidermonkey then delivered two considerably powerful kicks to Natsu's chest, one with each foot. These blows sent Natsu tumbling on his back.

However, Spidermonkey's six eyes all widened when he saw Natsu begin to spin on his back, using his hands to do so. The Fire Dragon Slayer's feet then began to ignite in flames, which grew more intense as he continued to spin. Within a few seconds, Natsu was shooting torrents of fire out of his feet; much to Ben's shock.

"Didn't know you could do that" Spidermonkey said, followed up with monkey sounds.

_'He can shoot flames from his feet while break dancing? Okay, that's pretty cool.'_

Spidermonkey was snapped out of his musings when one of Natsu's flame torrents came right for him, from his right. The Arachnichimp simply ducked under it. Then came the other, lower torrent, leading Spidermonkey to jump over it with relative ease. He kept up this dodging game for a few moments, until he had an idea.

Spidermonkey lowered his tail close to the ground, and aimed it at Natsu's head. Much to everyone's surprise, a string of web then shot out from the ape-like alien's tail, and latched onto Natsu face. Spidermonkey then grabbed the web string, and yanked on it as hard as he could, which pulled Natsu out from under himself, bringing his flame-shooting break dance to an end.

Natsu tried to yell something, but couldn't due to the web covering his face and mouth. Spidermonkey then reeled in his web somewhat and swung Natsu over his head, slamming him into the ground behind him. He did this one more time, leaving cracks in the ground yet again.

Spidermonkey looked at Natsu for a moment. Arachnichimps were deceptively strong. Ben thought that was the end of the fight, until he saw Natsu begin to pick himself up, albeit with webbing still on his face. He looked right at Spidermonkey, and could be heard yelling something. It sounded familiar, but Ben couldn't make it out due to it being muffled. However, he quickly realized what it was when he saw the web around Natsu's face begin to glow orange.

A second later, and a huge blast of fire erupted from the webbing, and engulfing Spidermonkey inside of it. The Arachnichimp could only place his hands in front of his face in an attempt to block the flames, but it was no use; they were incredibly strong. He tried to use his web-shooting tail to swing himself out, but the webbing instantly melted away from the intense heat. After another moment or so, Natsu's breath attack ended, which sent Spidermonkey flying across the ring and onto his back. He looked pretty banged up, as he had large patches of scorched fur all over his body.

It took a moment for Spidermonkey to begin picking himself up off the ground, albeit shakily. That was certainly the most intense fire Ben had ever felt. The Omnitrix bearer thought to himself as he stood up. He couldn't keep going as he was right now, so he needed to remedy the situation, and he knew just the way to do that.

Spidermonkey weakly slapped the Omnitrix on his chest, and in yet another emerald flash, he was replaced with a tall, humanoid plant-man. It had mostly pale green skin, save for two small patches of black skin on either shoulder, one under its chin and down its neck, and a large one on either side, extending from his hips to his arms. His head had a flame-like pattern to it, as a result of the red petals on the sides of his face, and the one yellow petal protruding upwards from his forehead, which, along with the rest of his face, was also completely black. He had root-like feet, and red, plant-like growths sprouting from his shoulders. He also had pale green growths sprouting from his forearms. It bore the Omnitrix dial on its chest, and its eyes were green with black slits for pupils. Though Ben had transformed, there were still scorch marks all over his body from when Spidermonkey was hit.

**"Swampfire!" **He announced in a deep, nasally voice.

Swampfire steadily picked himself up until he stood tall and firm. It was then that scorch marks all over the Methanosian's body began to slowly but surely fade away, much to the shock and surprise of everyone watching, including Natsu.

"But how?" Natsu's eyes widened.

"Weren't you listening earlier?" Swampfire smirked. "I mentioned the regeneration thing, right?"

A few seeds suddenly sprout from Swampfire's shoulder, which the Methanosian then grabbed, and lobbed at Natsu's feet; much to everyone's confusion. The seeds then burrow themselves underground, and a couple seconds later, thick vines burst from the ground underneath Natsu, and wrap around him, effectively rendering him motionless.

That was definitely a shocker for the wizards watching, especially one man in particular. He was a tall, slim young man with black hair. His most notable physical trait was his hair, which was highly unusual, in that a single tuft of it on the top of his head jutted upwards, and was reminiscent of a plant's stem. The rest of his hair was relatively short, and was rounded at his forehead. He also had it cut on both sides of his head, each one having a spiraling motif. He wore a white, long-sleeved t-shirt, with a pair of golden belts crossing his chest, each passing over one of his shoulders. He also wore dark green, checkered pants.

This was Droy. His magic allowed him to create and control plant life through the use of magical seeds.

"He can control plants too?!" Droy yelled, shocked.

Next to Droy, stood both Levy, and another man as well, who was also slim, and was of average height. He had orange hair, which was kept jutting backwards at the sides of his head. He had a bit of a sharp face overall, along with a prominently flat and defined nose that pointed downwards. He wore an open, light brown coat with white fur trimmings on its edges and sleeves, the latter of which reaching down just below his elbows. Underneath this coat was a high-collared, light purple shirt, with its collar mostly left open. He also wore dark, baggy pants, the legs of which were tucked inside dark-colored boots. The most distinctive part of his attire was the fancy, extremely high hat that matched his coat, with large brim and fur trimmings over its entire length, at regular intervals, in addition to a large, furry ball at the top of it.

This man went by the nickname, "Jet." His magic allows him to run at exceptionally fast speeds.

"As long as he doesn't have anything in that watch of his that's faster than _me_, I think we're good." Jet remarked.

Levy turned to Jet, and retorted, "Actually, he just might. He did say super-speed was one of his powers, after all."

Hearing Levy say that made Jet feel a little smaller...

Back in the fight, Natsu was still struggling against the vines that held him, but to no avail.

"You ready to give up yet?" Swampfire enquired, placing his hands on his hips.

"Yeah right! You think I can't bust outta these?!" Natsu yelled.

Just then, Natsu's entire body was consumed in powerful flames as he yelled continuously. With each passing second, the flames around him grew hotter and brighter. Eventually, the vines restraining the Dragon Slayer burned away completely, allowing Natsu to land on the ground, and look back to Swampfire with a grin on his face yet again.

Natsu didn't waste any time before he ignited his right fist in flames, and lunged at Swampfire once more.

**"Fire Dragon Iron Fist!"**

To the crowd's confusion, Swampfire simply stood there, not even attempting to dodge Natsu's incoming assault. They, along with Natsu, were all shocked when the Dragon Slayer's fiery fist went clean through the Methanosian's torso!

Several of the wizards watching cried out in fear, thinking that Natsu had just killed Ben. Even Natsu was beginning to freak out.

"OH CRAP! OH MAN, I'M SORRY, I DIDN'T MEAN TO!" Natsu panicked.

Natsu ceased his ramblings when he felt something tap on his head. He looked up to see Swampfire staring down at him, a grin on his face. A second later, Swampfire unleashed a powerful punch to his face, which sent the fire wizard tumbling back several feet. When Natsu picked himself up, he looked at Swampfire with bewilderment. His eyes then widened when he saw the gaping hole in Swampfire's torso begin to close itself, being completely healed in a matter of seconds.

"I get it now..." Natsu said lowly, narrowing his eyes.

"Good. Didn't wanna have to explain it twice," Swampfire said. "Now, how about you have a taste of your own medicine?"

Natsu simply tilted his head in confusion, wondering what Swampfire could mean by that. Before he could ask, a large ball of fire appeared in both of Swampfire's hands. The Methanosian then threw both fireballs at Natsu. However, this time, it was Natsu who didn't flinch from his opponent's attack. Instead, Natsu adorned his face with a smile that could only be described as hungry.

"Medicine is right! COME TO PAPA!"

With that, Natsu reared back his head, and took a deeper breath than Ben thought any human was capable of. In response to this, the flames that hand landed on the ground in front of Natsu flew into the air in multiple small streaks, and then into the Dragon Slayer's mouth!

"Okay... Didn't know you could do that either." Swampfire remarked, surprised.

Over in the crowd, Happy couldn't help but smile. There was no way Ben could've known Natsu could do that. There were still some people in _this_ world who didn't know that.

"Bet Ben never saw that one coming." Happy commented. "There's no way he could've known that Natsu can eat fire to replenish his strength and magic energy."

Natsu let out a loud burp. "_HOO_, boy! You gotta work on your appetizers, man!" He wiped his mouth. "Even so...thanks for the grub, Ben. Now I've got a fire in my belly that's _ragin'_ to get out!" he grinned roguishly.

Natsu then begins to puff out his cheeks once more, much wider than Ben had seen him do before. That could only mean one thing.

**"Fire...Dragon...**_**ROOOAAARRR!**_**"**

Natsu spit out what had to be the largest torrent of fire Ben had seen him make since he'd met him. The flames were approaching Swampfire incredibly fast. In a split second decision, Swampfire reached up and slapped the Omnitrix dial on his chest, creating another green flash just as the flames made contact.

After several seconds of Ben being completely engulfed in flames, Natsu's breathe attack finally died down. When the pink-headed looked to see what he thought would be Swampfire lying immobilized on the ground, he, and everyone else, was shocked to see what appeared to be a humanoid moth-man, covered in a blue and black cloak, giving it the appearance reminiscent of a phantom. Aside from its appearance, the most shocking thing to everyone was that the creature looked completely unharmed!

Suddenly, the moth-man opened its cloak, which upon doing so, was revealed to actually be its wings that were considerably large. Its body was relatively the same color scheme as its cloak, with the front of its torso being blue, and the rest of its body being black, save for the few light blue splotches that were on its arms and legs, as well as the hints of blue on its face. Its teeth were also perpetually visible.

**"Big Chill!" **He uttered eerily.

Not at all intimidated by the appearance of this new, insect-like form of Ben's, Natsu leaped forward, his leg wreathed in flame.

**"Fire Dragon Talon!"**

Once again, Ben made no attempt to dodge the incoming attack, which led everyone watching to believe that this form also had regenerative powers of some sort. However, they were all surprised to see that rather than Natsu hitting Big Chill, he went straight through him instead, as if the moth-like alien wasn't even there!

After lunging straight through Big Chill, Natsu landed on his feet and turned back to the Necrofriggian in confusion.

"What the...?"

Big Chill glanced back at the Dragon Slayer and grinned. "Intangibility...comes in handy."

Natsu then leapt at Big Chill again, and tried to punch him with a fiery fist, but to no avail as his fist goes straight through the moth-like alien once again. Natsu tried to punch his adversary multiple times, but each time he ends up with the same results.

"Hey! What gives?!" Natsu shouted, annoyed.

"I just told you. You can't touch me. Literally. Now, I think you need to cool off."

Natsu looked somewhat confused by Big Chill's statement, wondering what he could've meant by it.

"What're you-"

Before Natsu could finish his question, Big Chill took a deep breath, and exhaled a blast of freezing vapor directly at Natsu's face. Upon contact with Natsu's head, the vapor drastically reduced the temperature of the air around it, thus effectively encasing Natsu's head in a thick chunk of ice.

In the crowd, Gray's eyes widened. He wasn't expecting that at all, nor did anyone else.

"He has ice powers too?" Gray said, shocked. "Is there anything this guy _can't_ do?"

"For real!" Lucy agreed. "Strength, plants, fire, webs, and now ice too?"

"He may have ice powers, but that breath he just used didn't seem quite as powerful as _your_ magic, Gray." Levy noted.

"Yeah, it doesn't look like he can really make anything out of it. He just breathes it!" Happy added.

It didn't take long for Natsu to melt the ice around his head with fire from his hands. Once he did, he glared back at Big Chill.

"Did yah really think ice was gonna hold me?! Come on, man! What else yah got?!"

Big Chill mentally slapped himself for that one. Natsu was right. Why did he think ice was going to hold someone who could ignite their entire body in fire? He looked back to Natsu, and began to think.

Water Hazard was his best advantage over Natsu, but judging from the one hit the Orishan took from him, he likely couldn't take too many more. His exoskeleton was tough, but he still felt the force behind that one kick. Spidermonkey was more agile than Natsu, but couldn't take a direct hit from his breath attack. Swampfire was at an elemental stalemate with him; since they both used fire, neither one would really get anywhere, especially considering Natsu could easily burn Swampfire's vines away with his magic. Ben didn't want to use any of his heavy-hitters like Four Arms or Humungousaur against the guy; after all, he could end up hurting him pretty severely with one of those. So what could he do to finally put this match to an end? What was this guy's weakness?

A light-bulb went off in Ben's head in that moment. He knew _exactly_ how to beat Natsu.

"Alright, Natsu," Big Chill called out in his eerie voice, "I'm giving you one last chance to forfeit! I suggest you take it, otherwise, you might be feeling this tomorrow."

Natsu simply grinned wider at Big Chill's threat, excited that he'd get to see yet another one of Ben's forms. He was feeling pretty confident. He'd already forced Ben to switch aliens multiple times, and was excited to see what else the shape-shifter had up his sleeve.

"You gotta be kidding, man! This is _great_! I'm so fired up I feel like I'm about to explode!" Natsu roared excitedly.

Big Chill's neutral frown shifted to a slight grin upon hearing Natsu say that.

"Fine then. But don't say I didn't warn you." The Necrofriggian replied.

Natsu leapt into the air, above Big Chill, his arms wreathed in flames. He swung his arms around in circles a few times, before hurling them at the moth-man.

**"Fire Dragon...**_**Wing Attack!**_**"**

The area around Big Chill erupted in a fiery explosion, with Natsu landing on the other side of where he once stood, a few feet away from the smoke plume. The Dragon Slayer then took a look back at where Big Chill was waiting for the smoke to clear so he could see what damage he'd done. However, he, along with everyone else, was surprised to see another green flash shine through the smoke of the powerful fire spell.

After a moment, the smoke cleared, to reveal a hulking, broad-shouldered creature with white skin. Its face was on its torso, and it had no neck or actual head. It mouth was large, and had black lips, with its green eyes also being surrounded by black marks. The top of its head was black, and from that, a thick, black stripe jutted down in between its eyes, with a similar stripe jutting up from between its legs, and up most of its torso, ending shortly below its lips. It had natural yellow armor all across its back with thin, black gaps between each plate. It also bore this yellow armor on its shoulders, hips, and the backs of its hands. Its palms were completely flat, and it had four black claws on each hand, as well as three claws on its somewhat stubby legs. The Omnitrix dial rested overtop the black stripe on its chest.

**"Cannonbolt!" **He announced in a deep voice.

Everyone in the crowd was rather perplexed by the appearance of this most recent form of Ben's. Most of the forms they had seen thus far were strange in their own way, but this was by far the most bizarre. What could it do?

As if in answer to everyone's question, Cannonbolt used Natsu's puzzlement to his advantage as he took two steps over to the Dragon Slayer, and wrapped him in a large bear-hug. At first, everyone thought Ben was trying to crush Natsu; however, they were proven wrong when Cannonbolt suddenly curled up into a big, yellow ball, concealing all of his white skin. Now they were especially confused.

"Hey!" Natsu yelled; his voice muffled. "What's the big idea?! Lemme outta here!"

Although, the wizards on the outside of Cannonbolt's now-spherical form couldn't make out what Natsu was saying, they could see the yellow ball rumbling slightly, likely from Natsu trying to punch or kick his way out. Cannonbolt, however, heard him loud and clear.

"Not a chance. Now, _let's roll!_" he quipped.

With that, Cannonbolt suddenly began to spin in place, much to the surrounding wizards' surprise. A few moments of spinning later, after Cannonbolt had left a significant furrow in the ground, the spherical alien then shot forward, rolling at a considerably fast speed. The Arburian Pelarota then shifted his aim and began to roll in a large, wide circle with Natsu still inside.

"What's he doing to Natsu?!" Lucy asked.

Happy eyes widened in realization. "Oh, I know! He remembered Natsu's motion sickness from the train earlier, and he's using it against him!"

Gray folded his arms and smirked. "So he's doesn't just have power, but he's got a brain to boot. Not bad..."

After a few moments, Cannonbolt ceased his rolling around, and uncurled himself, allowing a thoroughly dizzy and motion sick Natsu to fall to the ground, ready to puke his guts out.

"I think we're done here." Cannonbolt remarked.

In the crowd, Makarov had been observing the fight very closely. Needless to say, he was just as impressed by Ben's power and variety as everyone else was as well as the intellect he displayed. However, this fight raised a few questions in Makarov's mind.

Regardless, with that, Makarov entered the ring, and stood next to the defeated Natsu and the triumphant Cannonbolt.

"This fight is now over!" Makarov declared. "And the winner is Ben Tennyson!"

Most of the wizards in the crowd were still in shock at the result of the fight. Ben had just defeated Natsu, and while others have accomplished this in the past, everyone was still surprised by how he had done it. No one had ever used Natsu's motion sickness as a weakness during a fight before.

Cannonbolt reached up and tapped the Omnitrix dial on his torso, and in another green flash, he returned to his human form. He then turned to the crowd of wizards who had been watching the fight. For a moment, he had thought the members of Fairy Tail would be angry or upset that they had beaten their friend in a fight, but it was quite the opposite, as he was met with thunderous applause; much to his surprise.

Gray, Lucy, and Happy all walked over to a now-victorious Ben.

"Good show out there, man." Gray complimented. "It never gets old seein' charcoal-breath over there getting his butt whooped."

Ben chuckled. "Well, I'm glad it was entertaining at least." It was then that the superhero looked down, and looked back up at Gray with an exasperated expression. "Uh... Gray? Your clothes...?"

Gray looked down at himself to see that, once again, he had managed to strip down to only his boxers.

"CRAP!"

As Gray scrambled for his clothes, Ben turned around to see that Natsu was currently struggling to his feet, still looking queasy from Cannonbolt's attack earlier. He then walked over to him, and in a show of good sportsmanship, he held out his hand to help Natsu up.

"You okay, man?" Ben asked.

Natsu grinned weakly. "Yeah... It's nothin'... Can't wait to kick your butt for real next time."

"Hey, remember our deal. You agreed to it, so there's no backing out. This is the last fight you and I are gonna have. Besides, I don't think you really wanna take another trip with Cannonbolt, do you?"

The only response Ben received from Natsu was the latter's cheeks puffing out, and the Dragon Slayer holding his hand to his mouth at the mere thought of rolling around in Cannonbolt's ball form again.

Ben began to chuckle at how easily Natsu's motion sickness could be triggered, until he heard a new voice call out over the noise of the crowd of wizards.

"What's all this commotion?"

The instant everyone heard the voice speak, it became dead quiet. Natsu's face became even paler than it already was upon hearing it, much to Ben's confusion. The Omnitrix bearer turned around to see the source of the voice, to find that it was a young woman, who looked roughly his age, but carried a strong, firm attitude. The first thing he noticed about her was the color of her hair, which was a bright scarlet color. The next thing that stood out to him is that she was almost completely covered in armor. She wore a breastplate over her torso, which had a red Fairy Tail emblem over the left breast, and a golden, asymmetrical cross that intersected over top of that. Her shoulders had three-layered shoulder plates, and she wore greaves on her forearms that ended in a wing-like structure at her elbows. She also wore a blue skirt, which was covered slightly by plates of armor attached to brown, leather straps that connected to her equally brown belt. In addition, she also wore black, knee-length boots.

Another thing that stood out to Ben is that, despite her unusual wardrobe choice, she was remarkably pretty. Even more so than Mirajane

However, it was then that Ben took a look around at the gathering of wizards. For some reason that he couldn't understand, everyone present, save for Makarov and Mirajane, paled just as much as Natsu at the sight of this woman, and were slowly but steadily backing away in what appeared to be fear.

The scarlet-haired woman glanced around at the now-silent wizards, and narrowed her brow, seemingly irritated that no one was answering her question. However, Mirajane was the first one to break the silence as she approached the armored woman.

"Welcome back, Erza! I'm assuming the job in Freesia went well?"

The armor-clad, scarlet-haired woman, now known as Erza, turned to Mirajane with a neutral expression.

"Yes, it went quite well. The townspeople are safe and it would appear that they're still upset about Natsu destroying their historic church." Erza replied. "Now, I don't suppose you could tell me why everyone has gathered outside of the guild hall? Don't tell me Natsu and Gray have gotten into another fight..."

Mirajane smiled. "Well, it wasn't Gray, exactly, but..." She then waved Ben over, to which the shape-shifter responded by approaching the two ladies. "Erza, this is Ben. Lucy and Natsu ran into him while they were out on a job today. He has no place to go, so Master is letting him stay here until he can get home. After he explained where he was from and what he could do, Natsu challenged him to a fight and lost. You just missed it, unfortunately."

Erza then turned to Ben and gave him a hard stare, which caused most of the wizards watching to turn even paler.

"Is this true?" Erza asked.

"Well, that was more of a brief summary, if anything, but yeah. Pretty much." Ben replied nonchalantly.

Erza turned her gaze to Natsu, who froze completely upon realizing she was looking at him. However, she quickly returned her attention to Ben, and held out her armored hand.

Erza smiled. "It's a pleasure to meet you, Ben. My name is Erza Scarlet."

Ben's eyes widened ever-so-slightly at Erza's reaction to Mirajane's explanation, or rather, her lack of one. Even so, Ben took her hand and shook it with a smile on his face.

"I'm Ben Tennyson. It's a pleasure to meet you too, Erza."

After their handshake, Erza focused her attention on a certain Dragon Slayer, who, as the armored wizard approached him, began to tremble in fear, along with most of the other wizards watching. She gave Natsu a good looking-over, almost as if she were checking to see if he was injured.

Ben cocked a brow. _'What's everyone so worked up about? She's just seeing if he's alright.'_

As if on cue, Erza brought her armored fist down onto Natsu's head with an audible clang, leading Ben, and everyone else, to wince.

_'Oh... I guess _that's_ why.' _Ben mused.

"You _idiot_! How _dare_ you challenge a guest of this guild to a fight! I have half a mind to beat you myself!" Erza roared.

Before Erza could carry out her threat, Makarov quickly stepped in and pulled the redheaded wizard away from Natsu, with the latter instantly scurrying over to the guild hall's entrance afterwards.

"Now, now, Erza. Settle down." Makarov appeased.

As Makarov tried to calm Erza, several feet away from the two of them were Ben, Gray, Lucy, Elfman, and Happy.

Ben looked to group and pointed to Erza. "What was all _that_ about?"

"That's Erza for yah." Happy commented. "Always bringin' down the iron fist. She's the strongest woman in Fairy Tail! She's super strong and super scary!"

"She's the manliest one in the guild..." Elfman remarked.

"You do not wanna get on her bad side. Period." Gray concluded.

All Ben could do was stare at his newfound friends in slight bafflement. Was her strength really enough to warrant all this fear from everyone? Granted, it sounded like they still respected her, but even so, she didn't seem scary at all to Ben, or at least not from their brief interaction anyway.

Ben was snapped out of his musings when Makarov began to speak, with Erza standing at his side as he did so. "Alright everyone, as fun as it was, the show's over now! Time for you to head back inside!"

With that, the wizards all began filing back into the guild hall, with Makarov, Erza, Ben, Gray, Lucy, Elfman, and Happy following them. It was still fairly early in the afternoon, so Ben figured he might as well get accustomed to the place he'd be staying for the foreseeable future.

...

Things had finally begun to settle down from the brawl between Natsu and Ben; though, at first, many of the wizards did approach the Omnitrix bearer to congratulate him on his well-earned victory. He was flattered, but still couldn't quite fathom why they'd be happy that he'd beaten their friend.

Ben was currently sitting on a stool at the bar, simply looking out at the guild of rowdy wizards as they resumed whatever it was they were doing before he arrived. He didn't know exactly what to feel right now. Part of him was extremely grateful to them for allowing him to stay in their guild hall, but another part of him felt...strange. Here he was a person with no magical abilities to speak of, in the midst of an entire guild full of nothing but wizards.

Mirajane and Makarov were also at the counter, with the former being behind it and the latter sitting cross-legged on top of it. Mira seemed to notice Ben's reluctance to join the others.

"What's wrong, Ben? Is everything alright?" Mira asked, concerned.

Ben turns around in his seat to face Mirajane, a slightly awkward look on his face. "Yeah, I'm fine. I guess I just feel a little out of place is all."

"Whatever would make you feel like that?" the white-haired beauty wondered.

"I dunno," Ben sighed. "I mean, I'm not even a member of your guys' guild or anything. Do non-members usually stay here as guests?"

Mirajane tapped her chin in thought, seemingly trying to recall an instance of a guest staying at the guild who wasn't a member.

"Hmm... I can't say I remember it ever happening before." She looked at Ben and beamed. "I guess that makes you the first one!"

Before Ben could think of a response, Natsu barges into the conversation by slamming his hand on the bar counter, an excited grin on his face yet again. "So, Ben! What do yah say to Round Two?!"

Ben sighed, exasperated. "Didn't we already talk about this? We had a deal, Natsu."

"Yeah, yeah, whatever! Come on, man!" Natsu urged. He then begins to punch the air as he talks, similarly to how a boxer would fight. "If I have to sit around in here all day, I'll-"

Suddenly, Natsu's rambling was cut off by an armored fist to the top of his head once again, sending shivers up the Dragon Slayer's entire body. Ben turned to his right to see that Erza had stepped over and was visibly displeased with the fire-breather's actions.

Mirajane smiled. "Oh my goodness."

"What did I say?!" Erza growled. "You are not to challenge Ben to another fight, do you understand?!"

"Yes, ma'am!" Natsu trembled.

With that, the pink-haired wizard quickly scrambled away, leaving Ben, Erza, and Mirajane to watch as he ran off.

"Thanks for that." Ben turned to Erza. "I don't know how many times I have to tell him no before he takes the hint."

Just then, Happy entered the conversation, wearing his usually happy smile.

"That's Natsu for yah." He chimed.

And just like that, Happy flew off, leaving Ben slightly bewildered. However, it was then that Erza spoke up, snapping Ben out of his bewilderment.

"I swear, sometimes I don't know what to do with him..."

"Well, it looks to me like you handle it well enough." He commented.

Erza simply sighed as she placed her armored hand on her forehead, shaking her head in frustration. However, she quickly recovered and returned her attention to Ben.

"So, Ben, it seems all anyone can talk about is how you defeated Natsu in combat. You must be quite the wizard." Erza commented.

Ben internally sighed from that comment. Ever since he had beaten Natsu, everyone had been talking about what a talented Take-Over wizard he was, despite how many times he told them he didn't use magic. Erza then took the seat at the bar to Ben's right, and turned to him.

"I wouldn't really call myself a wizard." Ben said.

Erza cocked a brow. "And why's that?"

"Well, because I don't use magic." He explained. "I can't even use it in _my_ world, let alone this one."

Ben turned to face Erza to see that the armored wizard was staring at him in utter confusion, clearly taken aback by what he had just said.

"'_My_ world'?" She echoed. "What exactly are you referring to?"

Ben's eyes widened slightly from surprise. He had figured someone would've told Erza about his otherworldly origins by now. It _had_ been a little bit since the fight ended. So, just as he did with everyone else earlier, he explained to her how he was from another universe. Luckily, Mirajane was there to help him with that a small bit. At the end of his explanation, Erza looked more than a bit surprised.

"You say you're from a world alternate to our own? How is that even possible?" Erza queried.

Ben nodded in understanding. "Yeah, I know it must sound pretty crazy. I mean, this world doesn't seem to have the kind of advanced technology to make those kinds of observations, so I'm not really surprised that the idea is foreign to most people."

Erza didn't respond and instead shifted her gaze directly into Ben's eyes with a serious look in her own. It was almost as if she was looking straight through him, oddly enough.

Before Ben could question the look Erza was giving him, the scarlet-haired wizard's attention was drawn by something behind him. When Ben turned around to see what it was he saw that Makarov looked a noticeably sleepier than he did only moments ago. Mirajane also noticed this, and looked slightly concerned.

"Sir? Is something wrong?" Mira questioned.

"I'm fine... Just sleepy..." He replied.

Makarov's tired face then grew slightly darker, much to Ben's confusion.

"He's coming..."

Just then, Ben noticed that Mira's eyes seemingly became heavier all of a sudden. "Mira...?"

Mirajane didn't respond as her eyes closed, and she fell limp on the floor, sound asleep. Ben would've stood up and tried to help her, but then he felt his own eyes getting heavier. What was happening?

Over in the rest of the guild hall, Gray and Elfman, as well as everyone else, looked either considerably tired or pained, much to Ben's confusion. What did Makarov mean by that? "He's coming"? Who was "he"? Ben would've asked if he could, but he couldn't find the strength to for some bizarre reason.

"Not again..." Gray groaned.

Everyone around the guild hall began to drop like flies: Natsu, Gray, Elfman, Happy, Lucy, Levy, Jet, Droy, Wakaba, and everyone else. Ben couldn't stay awake any longer himself, as his the left side of his head fell flat onto the bar counter. Erza was the last to succumb to whatever this phenomenon was, with her head also landing firmly on the counter.

After everyone, save for Makarov, was sound asleep, a figure entered through the entrance of the guild hall. It was a man; that was the only discernible feature about him. He wore a dark blue cloak with an upturned collar, which was held together by two red buttons tied together with white string. His arms and legs were covered in bandages, and he wore dark blue gloves on his hands that matched his cloak. He also sported a dark blue bandanna on his head that obscured his eyes, with a silver forehead protector. He had a dark green cloth which was wrapped around his neck and face, obscuring everything from his nose down. His upper legs were covered in bizarre, dark blue pants that puffed out, ultimately resembling upside-down bells with two silvery-gray stripes on either one. Around his waster, which was obscured by the aforementioned bell-like pants, he wore two dark green belts, similar to the larger dark green strap with a silver buckle which was slung over his right shoulder. The man carried a wooden staff with a fan-like end to it in his right hand.

The oddly-dressed man steadily approached Makarov, and made a left, walking over to the bulletin board to the left of the bar. Above this board read, "Request Board." This was where the multiple wizarding jobs that came in from all over were posted, and could be taken by any wizard looking for work.

The bizarre man walked over to the board, ripped a flier off of it, which appeared to have the image of a large, reptilian monster on it, and walked back over to Makarov, who simply looked up at him.

"Mystogan..." Makarov said.

The masked man, now known only as "Mystogan," spoke up, but in a low, monotone voice.

Mystogan held up his flier and simply said, "I shall return..."

"No, wait. Lift your sleeping spell before you leave." Makarov ordered.

Without responding, Mystogan glanced to his left, to see Ben and Erza sleeping with their heads on the bar counter. He looked at Ben in particular for a moment, leading Makarov to also turn to the young shape-shifter. Any expressions the mysterious wizard may have been making were hidden by his bandanna and mask.

"What is it?" Makarov asked, curious.

Mystogan continued to stare for a brief moment, not saying a word. However, he then turned around and began to walk away, job request in-hand. As he made his way back through the guild hall, he spoke to himself.

Mystogan passed by several tables, and started his countdown. "Five..." he walked pass several wizards lying on the floor. "Four...Three..." As Mystogan made his way to the exit, he continued counting down. "Two... One..."

With that, the mysterious man disappeared completely, fading away in an eerie blur.

After he had disappeared, almost everyone in the guild immediately came to, with their eyes shooting wide open. There were a scarce few who didn't awaken instantly, with those few being Natsu, Ben, and Erza, as well as some others around the guild hall.

Ben's eyes looked strained for a moment, before they slowly started to flutter open. After a couple seconds, they finally refocused.

The first thing Ben saw upon completely opening his eyes was the sleeping face of Erza, much to his surprise. For a moment, he couldn't help but stare at her, that is, until he regained his awareness and picked his head up off the table. He then looked around, seeing that most of the wizards were now picking themselves up from the floor.

Erza woke up shortly after Ben did, and also picked her head up. She placed her armored palm on her forehead, seemingly still reeling somewhat from whatever just happened. Ben could definitely relate. What was that? Everyone was fine one moment, and then the next thing he knew, everyone was falling to the floor dead asleep.

It almost kind of reminded Ben of the ability of a new form he had unlocked a month prior arriving in this universe. He inwardly sighed in distress. That form had earned him quite a bit of laughing and mocking from Kevin for over a week while Gwen commented on how cute it was.

He shook his head from that memory and snapped back to reality.

"Oh, man…" Jet moaned. "Was Mystogan here?"

Droy rubbed his eyes. "What a jerk..."

"Does he have to put us to sleep every time he comes here?" Levy groaned.

Ben had overheard what the trio of wizards had just said from a table not too far away from the bar counter.

'_Mystogan? Who's that?' _Ben wondered.

Lucy groggily walked over to the bar counter where Makarov was with a sleepy look on her face, rubbing her eyes all the while. "Who's this Mystogan guy?"

"I was about to ask the same thing." Ben said.

Both Gray and Elfman walked over to the bar as well, standing right beside Lucy.

"For one, he's a contender for Fairy Tail's strongest wizard." Elfman answered.

Ben turned to Elfman, sleepy but still surprised. "Really?"

Lucy rubbed her eyes, and questioned, "He's that strong?"

"Yeah..." Gray nodded, "and for some reason, he doesn't want anyone to see what he looks like. So, whenever he comes here to take a job, he casts a sleeping spell."

Ben, now having fully recovered from his bout of sleepiness, turns around in his seat to face Gray with a slightly suspicious look on his face.

"That's kinda creepy..." Lucy commented.

"Right? Why wouldn't he want people to see what he looks like?" Ben asked.

Gray shrugged. "Nobody knows..." He glanced over at Makarov. "Master Makarov is the only person here who's ever gotten a good look at his face..."

"That's not true. _I've_ seen him before..." a voice spoke out.

Everyone was surprised to hear the new voice speak up, including Ben, and turned to its source. Standing on the second floor of the guild hall was a tall and muscular man that appeared to be in his early twenties. He had spiky, blond hair which was slicked back, with several spiky strands pointing backwards, and a few small tufts hanging down on his forehead. He had a very distinctive, lightning bolt-shaped scar over his right eye and eyebrow. He wore a pair of partially-rounded headphones, with each one possesses a single, large spike in the center. He wore a mustard-yellow shirt with black, leopard-like spots on the shoulders, collar, arms, and sides. Over top of this shirt, he wore a large, black coat with bluish-gray fur trimmings, which was hung lazily over his shoulders. He also wore wine-red pants, and plain, silvery-white shoes.

The man was currently leaning his right elbow on the railing, with his hand holding his head as he wore a snide grin as he chuckled lightly to himself.

Several individuals around the guild walked over below the balcony, and looked up at this blond, headphone-wearing man with slightly surprised expressions. Ben and Erza both got up from their seats at the bar to do so as well.

One of the aforementioned individuals was a man who was roughly in his mid-thirties. He was a slim, mildly muscular man of average height, with short, slicked-back dark blue hair. He had linear, dark eyebrows, dark eyes, and a prominent nose with a flat, rectangular front. The lower half of his face was covered in a considerable amount of stubble, which includes a thin mustache. He wore a high-collared, knee-length white jacket with the sleeves rolled up, and a blue trim, as well as blue innards. Underneath this, he wore a black shirt, tucked into a pair of brown pants held up by a white belt with a golden buckle.

This was Macao Conbolt.

"Laxus!" Elfman called out.

"Talk about rare." Macao commented.

"You're _never_ here." Wakaba added.

"And here's another contender." Gray said flatly.

Ben looked to Gray, slightly surprised, and then turned back to the blond, scar-faced wizard, known as Laxus. Ben had no gauge of what a powerful wizard looked like in this world, having only been in this magic-filled universe for less than a day. The only powerful wizards he had ever encountered were Hex, Charmcaster, and Adwaita. But after meeting Natsu, Erza, and several other wizards of the Fairy Tail guild, he was beginning to realize that there was a lot more variety in magic in this world than in his.

"Mystogan's just a little shy. You should all respect his privacy." Laxus grinned snidely.

Laxus hadn't said more than a few words, but Ben could already tell that he didn't like his tone.

It was then that Natsu's eyes finally jolted open, Mystogan's sleeping spell having only just now worn off for him. The Dragon Slayer quickly jumped to his feet and onto a table as he looked up at Laxus with a determined expression and clenched fists.

"Alright, Laxus! IT'S TIME TO BRAWL!" Natsu yelled.

Ben closed his eyes and sighed, exasperated. "Seriously...?"

"Gettin' your butt kicked twice in one week wasn't enough?" Gray said, annoyed.

"Yeah, pal. If you can't even win against the _redhead_, why bother with _me_?" Laxus mocked with an amused grin on his face.

It was then that Ben could feel a strange air coming from his left. He turned to see Erza glaring up at Laxus with an incredibly dark expression. Ben certainly hadn't seen her like that before.

"What was that?" Erza snarled.

"No need to get all worked up, Erza." Gray lifted up his hands in a placating gesture, trembling slightly.

Laxus simply scoffed at Erza's obvious anger towards him as well as Gray's attempts to placate her. "Word on the street is the Fairy Tail guild has a new special guest." The blonde wizard stated. Laxus then glanced over to Ben, which the Omnitrix bearer was quick to notice. The more this guy spoke, the less Ben liked him. "...and that he gave _'Natsu the Salamander'_ the biggest thrashing this week." he taunted.

"HEY!" Natsu shouted indignantly.

"Talk about pathetic." Laxus sneered. "You challenge some _nobody_ fresh off the streets and _lose_ to him. Then you think you have what it takes to go up against _me_?" The blonde man simply laughed.

Ben's eyes narrowed at Laxus, who was laughing up a storm. He wasn't even necessarily mad about the arrogant insult the blond-haired man casually threw at him. He was more angered by the fact that he was speaking in such a condescending way to people who were, at least in Makarov's eyes, supposed to be his "family." Erza seemed to feel the same way as she angrily stepped forward, standing tall and firm, glaring at Laxus.

"If you have something to say then come out and say it!" Erza yelled.

Laxus ceased his cackling and outstretched his arms. "I'm _saying_ that I'm the guild's strongest wizard."

Natsu gritted his teeth and narrowed his eyes up at Laxus. "Then come down here and prove it."

"You come to _me_, little man." Laxus talked through his teeth, speaking in a mocking tone.

"With pleasure!"

Natsu then hopped off of the table he'd been standing on, rushed over to the bar, and jumped over the counter, heading towards the staircase behind it that led to the second floor of the guild hall. However, Natsu was stopped in his tracks when Makarov's left arm suddenly stretched out, with his fist becoming at least five times larger than the old man's entire body, and slammed down on Natsu, pinning him underneath. Needless to say, Ben was not expecting that at all, especially not from Makarov. Neither was Lucy or Mirajane, judging from their shocked expressions.

"Whoa," muttered Ben.

Makarov wasn't even facing Natsu, but instead had his eyes closed and head lowered as he faced forward, a very serious aura about him, unlike anything Ben had seen from him until now.

"You're not allowed on the second floor, Natsu. At least not yet..." Makarov reprimanded.

Laxus rested his chin on his wrist and scoffed. "Think yah made him grumpy..."

Natsu's face only grew angrier with Laxus's comment as he struggled against Makarov's massive left fist, but to no avail. "Shut up!"

"That's enough outta you, Laxus!" Makarov chastised.

Ignoring Makarov's demand, Laxus stood tall, an arrogant, condescending grin on his face as he looked down at everyone present in the guild hall.

"The most powerful one in the guild isn't a _chick_ or some hooded weirdo. Yah wanna know what the strongest wizard looks like?" Laxus paused to point at himself. "You're lookin' right at him!"

Ben could only glare at Laxus as did everyone else, all of them thoroughly angered by everything arrogant man had said. It appeared that there were jerks in this world like there were in Ben's, and Laxus was just the first one he'd met.

_'And hopefully the only one...' _Ben mused dryly.

...

Later, once the sun had gone down, and most of the Fairy Tail wizards had left for their respective homes, Mirajane, Lucy, and Ben were at the bar counter yet again, with Mirajane standing behind it, while Lucy and Ben sat on a couple of stools in front of it.

"Hey, Mirajane, lemme ask yah something, what was the Master talking about earlier?" Lucy inquired. "Why can't we go up to the second floor?"

"Yeah, I was gonna ask about that too." Ben included. "He seemed pretty serious about it."

"That's because that area is reserved for advanced members of the guild. The jobs that are listed on the request board up there make the ones down here look like child's play in comparison. They're called S-Class quests." Mirajane replied.

"S-Class...?" Ben echoed.

Mira nodded and explained, "They're jobs so dangerous that one wrong move could be your _last_. But, with that risk, comes a higher reward."

Ben nodded in understanding. From what he knew about this world, apparently fighting a band of thirty-plus bandits was considered a low-paying wizarding job, or at least in comparison to other jobs. It was still somewhat of a bummer to Ben that these wizards got paid for doing essentially what he did back home; however, he was hardly concerned about it. Especially since it sounded like they made just as many people happy on a daily basis as he did, or at least _used_ to, before the Plumbers received their new gear.

"There are only five people in the entire guild who are considered S-Class. That includes Laxus, Mystogan, and Erza." Mira continued.

Ben's eyes widened from surprise after hearing that. He heard from Happy that Erza was the strongest woman in Fairy Tail, but he hadn't expected her to be one of the guild's S-Class members. She seemed so different from Laxus and Mystogan, the latter of whom was so secretive he couldn't even let people see his face, and the former of whom being an arrogant jerk who talks down to his fellow members. For the most part, she seemed just like everybody else in the guild, despite being one of the most powerful wizards in it. He gained a new level of respect for her just then.

Mirajane turned to Lucy. "But I wouldn't worry about it if I were you, Lucy. In my opinion, there's no amount of money worth risking your life over."

"Yeah, no kidding." Lucy agreed. "Especially not after today's little mishap..."

Ben simply nodded in agreement.

...

After a while, Lucy took off back to her apartment in Magnolia, with Mirajane heading off to wherever it was that she stayed. Before the white-haired beauty left, she made sure Ben knew where everything was, just so he'd know his way around the place.

Right now, Ben was currently sitting on a bench at one of the many tables in the main room of the guild hall, seeing as he couldn't sleep. After all, how could he? So many things had happened in only one day, and he was only just now getting the opportunity to process all of it. He'd met a strange professor and had been sent to another universe, seen magic the likes of which he'd never seen before, been introduced to an entire guild full of wizards, fought a guy who had been raised by a dragon, been put to sleep by a mysterious wizard, and had an encounter with who was undoubtedly the biggest jerk he'd met in this crazy world he's found himself in.

Even by Ben's standards, this had been quite the experience. Sure, he'd traveled to another universe before, but that was nothing like this one. And he still had no idea how he was going to get back home. The QDG had vanished, leaving him stranded here, and it would seem Paradox has yet to discover his current location in the multiverse. Surely if he had, he'd have come to take Ben back to his own world by now.

"Can't sleep?"

Ben turned around, to see Makarov standing behind the table he was sitting at. The elderly man then hopped up onto the opposite bench, and subsequently onto the table.

"Oh... Yeah, I guess..." Ben replied sheepishly.

"It's been quite the day for you, hasn't it, Ben?"

The Omnitrix bearer chuckled lightly. "Yeah, you could say that. It's been a while since I've been anywhere this exciting, that's for sure."

Makarov simply smiled as he sat down on the tabletop, to Ben's immediate left. "I'm terribly sorry you had to deal with that unpleasantness earlier with Laxus. I'm constantly at my wit's end about what to do with that boy, and Mystogan stopping by the guild was unexpected, as it always is. That you would have to fall victim to his sleeping spell on your first day here..." the elderly man paused.

Ben simply waved it off. "It's okay. You don't need to worry about it, really. I've dealt with way worse."

For a moment, everything was silent until Makarov finally spoke up again. "So, tell me, Ben... What do you think of the magic you've seen in this world?"

The superhero turned to Makarov, and then turned back ahead to the guild hall's main entrance.

"Well," said Ben, "I've only seen two kinds of magic here so far, but they were still pretty impressive."

"Yes. Natsu's, and Lucy's too." Makarov commented. "But surely you've heard from some of the others what _they_ are capable of as well."

That much was true. Over the course of the day, several wizards had approached him not only to congratulate him, but some of them also informed him of some of the different types of magic that they use. Wakaba used Smoke Magic, which allowed him to control the smoke that came from his pipe and use it for various purposes. Macao used a type of magic called Purple Flare which allowed him to manipulate purple flames that could take multiple shapes, Levy used a type of magic called Solid Script, which allowed her to use a magic pen to write different words in the air that all take on the attributes of the word itself, such as the word "Iron" made out of iron. There were others as well, like Jet and Droy. All of their abilities sounded amazing.

"So, with that in mind," continued Makarov, "what do you think about the magic of this world as a whole? Is it perhaps similar to things you've seen in your own world?"

Ben thought for a moment before he responded. Although he did think of one, he wasn't quite sure where Makarov was going with this.

"Well... I have to admit... most of the different types of magic I've seen or heard about, chances are I can probably turn into something that can do roughly the same thing." Ben remarked.

Makarov, who had his eyes closed and head lowered, nodded a couple times in understanding. "I see..." The Fairy Tail master then opened his eyes, and turned to Ben, looking directly into his. "Then why do you claim that you are not a wizard?"

Now Ben knew what Makarov was getting at. Several members of the guild had referred to him as a Take-Over wizard, despite his many corrections on the subject. "Because wizards use magic. My powers come from technology, not magic, so I'm not a wizard." Ben replied.

Makarov let out a long sigh, before looking forward at the entrance to the guild. "There is much more to being a wizard than simply wielding magic. Power can come from all kinds of sources: light, darkness, magic, and science. Where it comes from is insignificant in comparison to what the holder does with it. It is what we choose to do with the powers we possess that makes us who we are." The old man said wisely. "Fairy Tail wizards make the most of what we have, cherish the time we share together as a family, and live every day to the fullest. _That_ is what it means to be a wizard to us..." he turned to the shape-shifting hero."And you, Ben Tennyson, would make an excellent wizard."

Ben simply stared at Makarov, slightly wide-eyed. He didn't know exactly what to say to that. By that logic, it made sense that everyone thought of him as a wizard. Here he was, stuck in a world entirely separate from his own, but he didn't appear to be too outwardly fazed by it. While he was indeed still worried about how he would get home, he hadn't shown it outwardly all that much.

To the wizards of Fairy Tail, that practically made him one of them. He wasn't sitting around feeling sorry for himself or complaining about being essentially stranded. He was making the most of his situation, despite the circumstances. However, Ben then noticed something about what Makarov had said.

"Are you...trying to recruit me?" Ben chuckled lightly.

"I am simply offering you a chance. I've sent a letter to an old colleague of mine on the Magic Council, requesting he look into any kind of magic that could send you home. If, however, there isn't any, I will offer you a place here for as long as you wish to stay."

Ben's eyes widened even further with that. It went without saying that Ben was shocked; however, more than anything, he was touched. Makarov described this guild as his "family," and he was already willing trust Ben enough to offer him a place in it.

The shape-shifter smiled and turned to the floor. "Thank you. I really do appreciate it...but..." he looked back at Makarov, "…I'd like to go home."

Makarov closed his eyes and nodded. "I understand. Still, my offer stands."

Makarov then stood up, hopped down to the floor, and stretched his arms. "Now, I think I need to rest these weary old bones." He stopped stretching and looked back at Ben. "Goodnight."

With that, Makarov walked back into the back section of the guild, where he too was sleeping. He refused to let a guest of the guild stay there without providing protection for them, even if they could clearly defend themselves.

Ben remained in the main hall for a while longer, continuing to mull over everything that happened today. Eventually, he thought he might finally be able to get some sleep.

"I guess I should head off to bed too." He muttered.

He was about to stand up and head off to the back section, until he noticed something moving inside the guild hall. It was dark, but not so dark that he couldn't make things out. He looked up, to see Happy, floating close to the ceiling using his wings, clearly trying to be inconspicuous. He saw the blue feline fly to the upper floor of the guild hall, which immediately raised a flag in Ben's mind.

A few moments later, he saw Happy flying away from the second floor and towards an open window, carrying a piece of paper in his paws. Ben waited for the flying cat to exit through the window before standing up, his suspicions raised immensely. He had no doubt in his mind that what Happy just flew off with was one of the S-Class quests Mirajane told him about earlier.

"This can't be good..." Ben stated.

...

**A/N: As you can tell, this chapter was much longer and detailed than the previous version. Kudos to TallGuy94! He did most of work on this chapter while I only did some editing here and there.**

**Since Laxus was introduced into this chapter, I'll need to go back to Chapter 16 and edit it to where it isn't Ben's first time meeting him. No issue though. **

**Next Chapter: ****Galuna Island, Part I **

**There will be more content added to the Galuna Island arc so I would advise not skipping it. Please leave any comments or critique in the review box. Till next time! **


	3. Galuna Island Pt 1

…

**Ultimate Fairy**

**Chapter 3: Galuna Island**

**Part I**

…

Ben remained in the main hall for a while longer, continuing to mull over everything that happened today. Eventually, he thought he might finally be able to get some sleep.

"I guess I should head off to bed too." He muttered.

The teen hero was about to stand up and head off to the back section until he noticed something moving inside the guild hall. It was dark, but not so dark that he couldn't make things out. He looked up, to see Happy, floating close to the ceiling using his wings, clearly trying to be inconspicuous. He saw the blue feline fly to the upper floor of the guild hall, which immediately raised a flag in Ben's mind.

A few moments later, he saw Happy flying away from the second floor and towards an open window, carrying a piece of paper in his paws. Ben waited for the flying cat to exit through the window before standing up, his suspicions raised immensely. He had no doubt in his mind that what Happy just flew off with was one of the S-Class quests Mirajane told him about earlier.

"This can't be good..." Ben stated.

...

Meanwhile, Lucy was currently walking through Magnolia on her way down the stone-paved path back to her apartment as she thought to herself excitedly.

_'Wow! Mystogan and Laxus! That is _so_ cool. I can't believe how many famous wizards there are in Fairy Tail!'_ She grinned slyly. "And I think I'm starting to figure out how everybody's ranked within the guild."

As she entered her apartment building, which appeared not much different from your average house, she continued to talk out loud to herself.

"Gotta start workin' my way to the top!" she proclaimed.

With that, Lucy turned the doorknob to her apartment and opened the door. However, what she found inside was unlike anything she expected. There, on her bed, was both Natsu and Happy, the fire-breather having abandoned his vest and was doing sit-ups and the blue feline lifting a large dumbbell, or at least for his size anyway.

"Welcome home!" Natsu greeted, doing sit-ups.

"Sup?" Happy resumed lifting his dumbbell.

"AAAAAAAAHHHH!" Lucy rushed over to Natsu and Happy and kicked them both out of her bed, much to their discomfort and pain. "YOU GUYS STINK!"

As Natsu and Happy got up off the floor, Lucy angrily pointed out the window. "Why don't you jerks work out at your _own_ house?!"

Natsu grinned happily. "Now, Lucy, if we wanna work together like a team-" He pulled out a pink dumbbell, "-we gotta train like one!"

"We thought you'd like the _pink_ dumbbell." Happy added.

"I DON'T CARE _WHAT_ COLOR IT IS, I'M _NOT_ LIFTING WEIGHTS WITH YOU!" Lucy yelled angrily.

Ignoring Lucy's angry outburst, Natsu and Happy then get on the floor, and began doing pushups.

"We gotta kick it up a notch if we wanna beat Laxus and Erza. And Ben too!" Natsu claimed.

"Aye, sir." Happy agreed.

"I just want a little peace and quiet, now GET OUT!" Lucy demanded.

Natsu and Happy then begin doing pushups at a faster rate, both of them now whispering as they talk, and picking up greater speed with their pushups by the second.

"Don't worry, we'll train quietly, Lucy!" Natsu whispered.

"Why does this kinda stuff always happen to _me_...?!" Lucy cried comically.

Natsu then ceased his pushups with Happy following his example. For a brief moment, everything was silent, until the fire wizard spoke, "I've made a decision..."

Lucy turned back to Natsu, a puzzled look on her face with Natsu turning up to look at her, wearing his usual confident grin.

"Our team is ready for the big time: S-Class!" he declared zealously.

With that, Happy hopped up onto Lucy's desk and held up a piece of paper that had a large, red circle stamped on it with a large "S" in the middle and the word "Class" next to it. The circle had a stylized pair of both angelic and demonic wings on it.

"Yeah! Check it out!" Happy said.

Upon seeing the flier for what was undoubtedly an S-Class quest, Lucy's eyes nearly bulged out of her head as she took an unconscious step back.

"HOW DID YOU GET THAT?!" Lucy cried, mortified. "I THOUGHT WE WEREN'T ALLOWED TO GO ON THE SECOND FLOOR!"

"Well, I just flew up to the top, and _took_ it!"

"YOU LITTLE CAT BURGLAR!" she yelled.

A cheeky grin spread across Happy's face from Lucy's reaction. Natsu put his vest back on and approached the two.

"Since this is our first S-Class quest, we decided to go with the smallest reward we found on the board." He grinned happily and gave a thumbs-up. "But seven million is still a lot of Jewel!"

Lucy turned to Natsu and stated, "But we're not ready for it! If the Master knew we had this job request, he'd be _furious_!"

"Yeah, but I'll think he'll end up being proud of us if we actually pull it off." he retorted nonchalantly.

Lucy simply sighed in irritation as she sat down at her desk and crossed her legs, her palm resting on her cheek.

"You know," said Lucy, "this may be the dumbest thing you've ever done, Natsu. If you wanna rise up the ranks, you should try following the guild's rules."

"Geez, we're never gonna make S-Class with _that_ kinda attitude." Natsu grumbled.

"You can handle this on your own. I'm staying right here." asserted Lucy.

Happy held up the flier and mentioned, "But the job is saving a tropical island!"

This caught Lucy's attention as she looked at the paper curiously. "Really?"

Natsu leaned on the desk as he and Happy both stare at the blond wizard silently for a moment, until their expressions both grow intentionally darker. They spoke in the typical "ghostly" voice, thoroughly creeping Lucy out.

"_It's the cursed island of _Galuna_...!_" Natsu and Happy said simultaneously.

"No way! Definitely not going now!" Lucy freaked out.

"_I'll give you half the fish I catch, Lucy...!_" Happy goaded.

"WHAT KINDA INCENTIVE IS THAT SUPPOSED TO BE?!" the blonde yelled.

Lucy then calms herself and folds her arms, having had enough of her two friends' antics. "Hmph..."

Seeing that their attempts to convince her were of no use, the Dragon Slayer and feline finally decided to leave. However, instead of opening the door to do so, they opened the window by Lucy's bed.

"Fine." relented Natsu. "We're outta here."

"Aye," Happy chimed.

"That's the best idea you've had all day." Lucy commented. She opened her eyes and saw the method in which Natsu and Happy were leaving. Happy sprouted his wings and flew out with Natsu grabbing onto the blue cat's tail as the two floated to the ground.

"Hold on...!" Lucy pointed angrily to the door. "For crying out loud, would you use the door?!"

Lucy then turned around, huffed, and placed her hands on her hips, seemingly exhausted simply by those two having been in her apartment. However, she then glanced to her right and noticed something. The S-Class flier was still lying on the floor!

"Oh no! They left the job request here!" Lucy placed her hands on her head in panic. "Now everybody's gonna think _I'm_ the one who stole it! What'll I do?!"

Just then, Lucy's eyes widened when she looked at the flier again. She then picked it up and examined it more thoroughly; growing even more surprised once she'd done so. "Is this for real? On top of the giant reward, you also get a _Gate Key_?!"

On the flier right below the listed reward of seven million, there was the silhouette drawing of a key, which read "Gold" next to it. Lucy hummed in thought for a second before smiling slyly.

Natsu and Happy, the former of whom wearing what appeared to be a brown sleeping bag strapped over his arms, were walking over the bridge directly in front of Lucy's apartment building; though it looked like they were moving at a slower pace than they normally would have. They were simply biding their time, until...

"Wait up, you guys! I've decided to come along!" Lucy called out.

There she was, rushing to catch up with her two friends, and now wearing a sleeveless, orange, zip-up tank top with a white trim and white straps, as well as a blue jean skirt. She was carrying the S-Class flier, leading Natsu and Happy to grin, seeing now that their plan had worked.

…

And with that, Lucy, Natsu, and Happy were off, walking through Magnolia with their spirits high in anticipation of this S-Class quest. Lucy may have objected at first, but with the promise of a Gold Gate Key, her objections practically vanished.

"So, it looks like we're off to Hargeon then!" Lucy said happily.

"Yep!" Natsu grinned. "Man, I'm so excited! This is gonna be _awesome_! Right, Happy?"

"Aye, sir!" Happy replied.

Lucy's eyes then widened slightly as a thought crossed her mind. She turned to Happy with a somewhat concerned expression. "So you're _sure_ nobody saw you make off with this request?" she asked hesitantly.

Happy smiled and responded, "Positive!"

"Relax, Lucy!" Natsu assured. "Who would've seen him take it? It's not like people hang out at the guild _overnight_."

Lucy stopped walking as Natsu and Happy continued, staring at the two incredulously. "Seriously...? Did you idiots already forget that Ben is staying at the guild, and that Master Makarov is staying there too?"

Natsu and Happy stopped dead in their tracks. The two then turned to each other with blank, wide-eyed expressions, clearly having forgotten all about Ben.

"I'd say that's pretty obvious." An eerie voice said.

The Fairy Tail trio nearly jumped out of their skin when they heard this new voice. They swung to their left and looked up, to see an individual, cloaked in blue, sitting on a rooftop looking down at them. They'd seen that blue and black figure before. It was during Natsu's fight with Ben. It was the icy, vapor-breathing alien known as Big Chill!

"BEN?!" the trio shouted.

Without saying a word, Big Chill unfolded his wings, shoved himself off the roof, and floated gently to the ground. He then looked down at the three wizards before him as he was a good foot-or-so taller than them. Needless to say, the trio was still nervous, especially now that Ben was standing directly in front of them.

Natsu and Happy pulled themselves together well enough, but Lucy was still visibly shaking. She'd seen what Ben did to Natsu earlier, and she did not want to be on the receiving end of any one of his transformations.

"Ben...! Wh-what are _you_ doing here?" Lucy asked nervously.

"I could ask you the same question." Big Chill retorted.

Lucy flinched for a second upon hearing Big Chill's response. His insect-like appearance wasn't exactly what she'd consider to be welcoming, especially at this time of night. His naturally eerie voice didn't do anything for her growing anxiety either.

"Well... Y-you see, we were just-" Lucy stammered.

"I saw Happy flying off with the S-Class job." Big Chill cut in. "Don't try to hide it."

Lucy turned to Happy angrily. "WHY DIDN'T YOU SCOUT THE GUILD HALL FIRST?!"

Big Chill simply sighed with a cold mist coming from his teeth as he crossed his arms. "What happened to, 'No amount of money is worth risking your life over'?"

Lucy shifted her gaze away timidly. "Well, you see, I..."

Natsu then stepped forward, his fists clenched and his face and overall features full of determination. "But it's not just about the money, man! We gotta do somethin' to prove ourselves! If we pull this thing off, then Gramps is sure to make us S-Class!"

The Necrofriggian stared at Natsu for a moment with narrowed eyes. He hadn't known the Dragon Slayer for more than a day, but he already had a decent gauge of him. Natsu was the kind of person to break the rules, but only if he thought everything would work out in the end, and that nobody would get hurt. He cared about other people too much for that. However, based on what he's learned about his newly-acquired pyromaniac of a friend, and what Mirajane told him earlier about these S-Class quests, he was most likely in over his head.

Big Chill then reached up and tapped the Omnitrix dial on his chest, turning back to Ben in a flash of green. He then held out his hand to Lucy, who was still holding onto the job request.

"Lemme see it." He demanded.

"But why...?" Happy asked.

"Because I wanna know how far in over your heads you guys are." He answered.

Lucy, who was beginning to sweat from apprehension, looked at Natsu, who looked back at her with a serious expression, and nodded, signaling her to hand the flier to Ben. Lucy did what her teammate suggested and timidly handed over the paper. She was still incredibly nervous that he'd turn into one of his aliens and do what he did to Natsu earlier in the day.

As Ben took the paper from Lucy, the first thing he saw was "Help us," in big, bold letters at the top of it. Directly below that, there was a picture of what appeared to be an island with a few mountaintops. Below that, was the job description itself. Ben began to read, and was surprised by what he saw.

The job was a request for any wizard to come and lift the curse of a place called Galuna Island. There was a village on the island, and the people who resided in it had been afflicted by this curse for three whole years.

That was the trigger for Ben. After eight years of his hero career, he'd developed certain instincts, and now, they were starting to kick in. He couldn't find it in himself to ignore anyone who needed help, and these people had been suffering from this curse for a long time; longer than anyone should have to, that's for sure. Mirajane had informed him of how perilous these S-Class quests could be, and he still believed Natsu, Happy, and Lucy had no idea what they were getting into, but even so, he made a decision in that moment.

Ben closed his eyes and sighed. "Alright..."

The trio of wizards simply looked at each other confused and looked back to Ben.

"'Alright'?" Natsu repeated, bewildered.

"What's 'alright'?" Happy questioned.

Lucy started trembling and squeaked, "Are you gonna try to take us back to the guild?"

"No..." he opened his eyes, "I'm going with you."

For a moment, the only sound that could be heard was the chirping of crickets. Natsu, Lucy and Happy stared at Ben with blank expressions while his own serious look lessened into one of confusion. He thought they'd be relieved that he wasn't going to take them back. After all, he easily could. He retained this puzzled mien for a moment longer, until the trio's jaws dropped almost completely of their heads.

"WHAT?!" the trio shouted, shocked.

Ben jumped slightly from their reactions. He wasn't expecting them to freak out like that. Lucy was the first to recover from her shock.

"But why?" Lucy inquired, confused. "You're not even in a guild! Is that even allowed?"

Ben turned to her and countered, "Well, you guys aren't S-Class wizards and you're taking an S-Class quest. So the rules are already out the window, aren't they?"

"I guess that's true." She admitted.

"And besides, I wanna help these people." The teen hero added. "I can't ignore people who need help. I'm not built like that; it's not who I am."

The three wizards looked at Ben with wide eyes. He looked at that job request, and immediately changed his attitude. However, what surprised them more was that it didn't seem like he even glanced at the reward, which was written in pretty big print at the bottom. Was he really only interested in this because he wanted to help the people of the island? That was what they wanted to, but they still took note of what they'd receive in return.

"So you're not interested in the reward?" Happy asked.

Ben blinked. "Reward?"

The jaws of the wizarding team dropped yet again when they heard Ben say that. He really did only read the job description!

"_Yeah_, the reward! At the bottom! You really didn't see it?! It's huge!" Lucy yelled.

Ben lifted up the flier again and looked at the bottom. It read "7,000,000 Jewel." The Omnitrix bearer had obviously never heard of such a thing, but he quickly surmised that it was the currency of this world or at least the country of Fiore anyway.

He also noticed that underneath the reward was the drawing of a key that said "Gold" next to it. He could only assume that meant in addition to seven million Jewel, the responding wizard would also receive a Golden Gate Key, like the ones Lucy has. That must be why she agreed to go along with the job.

"Well it's not like the money's gonna do me any good. Sooner or later, I'm gonna be heading back to my own universe, so I won't need it." Ben responded. "And I don't use magic, so I don't need the Zodiac key either."

Natsu cocked a brow and folded his arms. "So, what, you just wanna help the islanders?"

The jacket-clad teen simply shrugged and nodded. "Yeah, pretty much. I mean, it'd be nice to get paid for doing what I do back home, but that doesn't really matter. Helping people who need it..._that's_ what's important."

Yet again, the three Fairy Tail members were somewhat surprised by Ben's answer. He mentioned before that he helped people in his own universe, kind of like they did here, but they were still a little taken aback. He knew just as well as they did that S-Class quests were no walk in the park, but he accepted without giving it so much as a second thought, and for nothing more than to help the people of Galuna Island.

Natsu quickly adorned his face with a wide, confident grin, walked over to Ben, and placed his hand on the Omnitrix bearer's left shoulder. "That's what I'm talkin' about! Welcome to the team!"

…

The next morning, in the Fairy Tail guild hall, Master Makarov sat down in his usual spot on top of the bar counter and was just about to start relaxing and enjoying his drink, when Mirajane came running down the stairs with an extremely worried look on her face.

"Master!" She folded her hands over her chest. "I don't know what's happened, but one of the S-Class quests is missing!"

For a moment, Makarov retained his calm and relaxed demeanor as he took a sip of his drink. However, he soon spat it out and spun around to face Mira in shock. "WHAT?!" he cried.

It was relatively quiet around the guild at this time of day, so just about everyone had heard what Mira just said, and all of them were surprised, to say the least.

"Say what? One of the jobs from the second floor is missin'?" Wakaba said in disbelief.

"But the jobs up there are S-Class quests. Anyone know who took off with it?" Macao asked.

Just as surprised as the others, a young girl spoke up as well. She was slim and of average height, with bowl-cut, lavender hair, with her fringe covering part of her forehead. She wore a dark red bow on the top of her head. In addition, she wore a whitish-blue coat with light blue lines on the arms and chest, which reached down below her waist, and had another red bow positioned below her turned over collar. She also sported tight-fitting, dark pants that were tucked into a pair of light-colored boots with dark soles. To top it all off, she wore a pair of simple glasses with oval lenses. This was Laki Olietta.

"Well, it's either someone really strong or really stupid." Laki commented.

Just then, the guild heard an all-too-familiar voice speak up from the upper floor of the guild hall. "_I_ know... A little blue cat flew up here and ripped it off the board."

Mirajane quickly turned to see Laxus on the second floor. He was sitting at a table with his feet propped up, his arms folded, and his eyes closed as he smirked to himself.

"It was Happy?" Mira gasped.

With Laxus's single remark, the entire guild began to mutter amongst themselves, some louder than others.

"He must've _stolen_ it for Natsu and Lucy!" Wakaba realized.

"That's crazy! What're they thinking?!" Macao exclaimed.

There was a pair of other wizards amongst the crowd who were also upset with this recent development.

One of them was a young man of average height. He had mildly long black hair that covered the right part of his face. His attire mirrored that of a fictional cowboy, save for the hat. His outfit consisted of a long, brown coat resembling a poncho with tasseled edges, together with a shirt and torn pants with strips similar to the ones on his coat hanging from their edges. He also had a studded belt with a skull-shaped buckle.

This was Alzack Connell. He was currently sitting at a table with a distasteful look on his face.

The individual leaning against a pillar nearby him was a young woman with long, straight green hair that reached down to her upper back. She had a set of long bangs framing her face, and wore red lipstick. Her attire was similar to that of a fictional cowgirl, with a tan, Western-style hat. Around her neck was a white scarf with large, yellow polka-dots. She also wore a plain blue, strapless, one-piece dress with white edges.

This was Bisca Mulan, and she too wore a distasteful mien.

"They've got some nerve, taking on an S-Class quest." Alzack commented.

"I dunno if I'd call it nerve, but it's definitely dumb." Bisca remarked.

Laxus smirked. "And it wasn't just him who wandered outta here last night. Our guild's esteemed guest strolled right on after him."

Everyone's eyes nearly bulged out of their heads with that bit of information. No wonder they hadn't seen him around this morning.

"Ben went with them too?!" Makarov yelled, wide-eyed.

"Are you serious?!" Macao slapped his forehead. "Is that kid crazy?! He has no idea what kind of dangers an S-Class mission could have in store!"

"He doesn't even know anything about taking on _regular_ jobs!" Laki mentioned.

"And he's going with Natsu and Lucy." Bisca inputted plainly.

"Who _knows_ how many things could go wrong with _that_ match-up." Alzack added.

"Takin' an S-Class quest without permission is a serious breach of the rules." Laxus smirked as he glanced down at Makarov. "Hey, Gramps! Stunt like that'll get yah kicked out of the guild, am I right?"

Makarov was simply standing on the bar counter with his arms folded, head lowered, and eyes closed, contemplating the situation as Laxus spoke.

"Not that it matters. It's not like those four losers are gonna make it back alive from an S-Class quest. One of 'em ain't even a member to begin with." Laxus said nonchalantly.

Laxus's attention was drawn by Mirajane, who had climbed the stairs, and was staring angrily at the blond man with her hands placed firmly on her hips. "Which is all the more reason you should've stopped them!"

"Oh, lighten up." He dismissed. "All I saw was a blue cat flyin' off with a piece of paper in its paws tryin' to act all sneaky, and a curious kid runnin' after it. I had no _idea_ it was Happy, and I figured there wasn't any trouble little Benjamin could get into wandering around the town at night." He looked at Mirajane. "Besides, Natsu's not cleared for S-Class. I never dreamed _he'd_ break the rules."

That was a lie, and everyone present knew it. Natsu was always finding new ways to aggravate everyone in the guild. This was just the latest and most severe way yet.

It was bad enough that the arrogant S-Class wizard let Happy fly off with the job in the first place, knowing full-well where he was going, but to let a guest of the guild go along with him was even worse. All of them could very well die on that mission, and not stopping them from going despite knowing the danger, was inexcusable, which Mirajane let him know by giving him a dark, menacing glare that would make even Ben pause.

However, Laxus didn't seem fazed by Mirajane's growing anger with him, and simply chuckled. "You haven't given me _that_ look in a while..."

"This isn't good..." Makarov looked up at Mira. "Well, which job was it?"

Mirajane turned away from Laxus, but was still glaring at him in her peripheral vision as she went on to answer Makarov's question, with Laxus giving her a snide smirk as she did so. "For lifting the curse on...Galuna Island..."

Makarov eyes widened from shock. "WHAT?!"

"Galuna Island?!" Macao and Wakaba shouted.

"Are they _insane_?!" Laki cried, alarmed.

"They're even dumber than we thought!" Alzack and Bisca remarked, just stunned as the others.

Everyone in the guild had begun to panic upon that revelation. None of the S-Class quests were particularly pleasant, but the Galuna Island job had been left untouched for a very good reason, with that reason being that no one who ever set out on that mission had ever returned from it.

Makarov hopped down from his seat on the bar counter and look up at Laxus, who simply sat there as he had been, practically carefree. "Laxus! Go and fetch them at once!"

"Yeah, right." Laxus replied, giving a dismissive wave. "I got better things to do, Gramps. And besides, everybody in Fairy Tail is supposed to be able to take care of _themselves_, right?"

"I don't care how you feel about Natsu!" Makarov shouted, losing his patience. "None of them realize what they're getting themselves into, _especially_ Ben! The fact is, you're the only one strong enough to bring them back by force!"

Just then, Gray, who had remained silent this whole time, stood up from his seat behind Master Makarov, and turned to him, drawing the elderly wizard's attention. "Sorry, Master...but I'm afraid I gotta disagree with you."

…

Meanwhile, Natsu, Lucy, Ben, and Happy had made it to the picturesque port town of Hargeon. As they walked through the town, Lucy had an unusually nostalgic smile on her face.

"Wow, this brings back memories." Lucy commented. "It seems like only yesterday when we met here for the first time, Natsu."

That was fairly accurate. Along the way to Hargeon, Lucy had told Ben that she was the most recent addition to Fairy Tail, having only joined the guild less than two weeks prior.

She then told him the story of how she came to meet Natsu and Happy. A criminal named Bora was impersonating Natsu under the guise of the latter's epithet, "Salamander." This man was running a slave smuggling operation between Fiore and a country known as Bosco, and had tricked Lucy into boarding his yacht that was bound for said country. She would've fallen victim to this illegal activity had Natsu and Happy, whom she'd met earlier that same day, not intervened.

Eventually, Natsu was revealed to be the real Salamander to both her and Bora, and the Dragon Slayer defeated the imposter, but not without destroying a large portion of the town in the process. Needless to say, most of the story had shocked Ben, but the last part was no surprise at all.

"It practically _was_ yesterday." Natsu retorted. "You don't have to get all mushy."

"Yeah, you sound like an old lady." Happy snickered.

Happy's comment earned him an angry glare from Lucy, though it did little to temper his internal laughter. It didn't take long for Lucy to resume her chipper attitude, however.

"Well, let's go find a boat that'll take us to Galuna." Lucy said.

Natsu instantly grew a panicked expression when he heard Lucy mention a boat. "ARE YOU CRAZY?! Forget the boat! Why can't we all just _swim_ for it?!"

Ben was puzzled by Natsu's reaction for a moment, but he quickly remembered that the Dragon Slayer had crippling motion sickness. Naturally, a boat would trigger it just as easily as the train from yesterday.

Lucy sighed, exasperated. "And you think _I'm_ the one who's crazy?"

"We can't swim there because none of us know where it is, Natsu." Ben stated. "And we'd all drown before we got anywhere near it anyway."

"Ben's right, Natsu." Lucy agreed. "Like it or not, we need someone to take us to the island, and a boat's the only way to do that."

Natsu simply sighed in defeat and followed Lucy and Ben as they made their way to the docks. It would appear that finding someone who was willing to take them to the island was easier said than done. All of the sailors and fishermen they had asked about it had instantly turned them down the moment they mentioned Galuna, with one man claiming it was bad luck to even mention the cursed island.

Lucy, Ben, and Happy were beginning to lose hope while Natsu's grin was growing ever-so-slightly wider in satisfaction with each encounter, something which Ben noticed, but said nothing about. It appeared Natsu actually did want to swim to the island, as crazy as it sounded.

Eventually, the group came upon a sailor with black hair, who wore a blue cap on his head, and a pale green cloak with a white t-shirt underneath as well as dark pants. He had slightly darkish-colored skin, and a moustache that descended around his mouth and chin. He was sitting in his boat when the team had asked him to take them to Galuna.

"Don't know why you'd wanna go there, but no sailor with his salt's gonna take ya to Galuna. Not even pirates'll go near that place."

The group had been asking sailors and fishermen all over Hargeon for half the day and was more than a little frustrated, save for Natsu and Happy, who simply folded his arms with a grin on his face.

"Are you _serious_...?" Lucy inquired, defeated.

"You gotta be kidding me." the Omnitrix wielder sighed.

"It looks like we're gonna be swimmin' after all!" Natsu grinned.

"Sure does!" Happy chimed.

Lucy spun around to Natsu and Happy angrily. "WE'RE NOT SWIMMING, NATSU!"

Just then, both Natsu and Lucy felt someone place hands on their right and left shoulders respectively. "I found you...!" a voice said.

Upon hearing the familiar voice, Natsu, Lucy, and Ben all jumped and spun around in shock. Behind them with a triumphant smirk on his face was none other than Gray!

"It's Gray!" Lucy said, stunned.

"What're _you_ doin' here?!" Natsu demanded, surprised and frustrated.

Gray turned to Natsu, annoyed. "Gramps found out about your harebrained scheme and sent me to bring yah back."

Natsu's eyes widen in shock, his jaw dropped. "Why?! We're not in danger yet!"

"If yah come back now, yah _might_ avoid being kicked out of the guild. _Maybe_." Gray responded.

Upon hearing that, Lucy placed her hands on her face as she adorned an apprehensive mien. That was definitely not what she was expecting, nor was it something she wanted to hear.

"Kicked out?!" she shrieked.

Hearing Gray mention that Natsu and Lucy might get kicked out of the guild made Ben feel guilty. He figured they'd get in trouble for attempting to complete an S-Class quest without proper qualification, but he didn't think the punishment would be _that_ severe. Makarov had told him that Fairy Tail was like a big, close-knit family. Getting cast out would essentially be like getting disowned.

"I dunno, guys. If this is gonna get you kicked out of the guild, maybe you _should_ go back." suggested Ben.

Natsu's expression became determined as he got in Gray's face. Though they all heard what Ben said, none of them seemed to notice that he never mentioned what he would do in that statement.

Natsu gritted his teeth and said, "I don't care! I'm goin' on this S-Class quest!"

Gray narrowed his eyes in annoyance. "Man, you're way out of your league here. Just come home." It was then that Gray's face turned grave as a thought came to his mind, which he didn't hesitate to share with the group. "When Erza finds out about this, she's gonna be _so_ angry..."

While the threat of being kicked out of Fairy Tail might not have frightened Natsu, the thought of an angry Erza most certainly did; so much so that the Dragon Slayer, and Lucy and Happy as well began to sweat in apprehension.

"Uh-oh..." the trio said.

Ben was still confused as to why everyone in the guild seemed so afraid of Erza. On the way to Hargeon, Ben had asked Lucy and Happy about it while Natsu chucked his breakfast out of the train again. Only Happy was willing to tell him about her, strangely enough. He told him that Erza, as an S-Class wizard, was incredibly strong, but unlike the other S-Class wizards she would actually get into fights with the other members on occasion, like she did with Natsu a few days before Ben's arrival in this world.

He noted her magic as being pretty, saying that it makes her enemies "bleed, a lot," but never specified exactly what it was. He then concluded by explaining that she would almost always have to hold back during a fight with another member as she could very easily hurt them, or damage other people's property by accident.

With Happy's explanation, Ben was once again impressed by Erza. That meant that she could not only defeat just about every individual member in the guild, but she could hold back while doing it. Ben could definitely relate to her in that regard. Many of his transformations were incredibly strong and could severely hurt or even kill someone if he didn't restrain their abilities.

However, in Ben's mind, that still didn't quite answer the question of why they were all so afraid of her. Sure, she was powerful, but that didn't mean anything to Ben. She seemed very pleasant during the short time they spoke.

Ben was snapped out of his musing when Happy flew over behind Gray's shoulder. "Please, Gray, you gotta save me! I told them this was a bad idea but they forced me to come along!"

"YOU ARE SUCH A LIAR!" Lucy yelled furiously.

Natsu's determination was strengthening by the second as he glared at Gray, ignoring both Happy and Lucy. "I've gotta prove my power to Gramps!" He clenched his fists. "So, like it or not, I'm doin' this!"

Gray placed his hands on his hips, getting into Natsu's face. "Master ordered me to bring you home! I'll _drag_ you back to Fairy Tail if I have to!"

With that, an icy mist began to form around Gray's hand, and a second later, a cluster of ice spikes grew around his hand; much to Ben's surprise. Since he'd arrived at Fairy Tail, he'd never seen Gray's magic before, nor had he heard what it was, surprisingly. He hadn't expected it to be ice-oriented.

"Don't make me hurt you, buddy!" Gray threatened.

Natsu quickly ignited his left fist in flames as he continued to glare at Gray. "I'D LIKE TO SEE YOU _TRY_!" he challenged.

When the two wizards broke out their magic, the sailor on the boat looked surprised as he spoke to himself quietly. "Magic...?" Before any kind of fight could break out between the fire and ice wielders, the sailor stood up in his boat and spoke up, catching everyone's attention. "Excuse me, but are you wizards? Have you come to lift the curse on the island?"

Natsu, now distracted from his would-be fight with Gray, grinned confidently and put away his flames as he turned to the sailor. Lucy, however, was not quite as chipper as she was earlier, her confidence now wavering from the threat of being expelled from Fairy Tail.

"Yeah!" Natsu replied.

"Well, maybe..." Lucy said nervously.

"Not gonna happen!" Gray uttered through gritted teeth.

The sailor simply stared at the wizards and superhero for a moment with a somewhat shocked look in his eyes, but it didn't seem to be disbelief. After a moment, the man composed himself slightly before gesturing to his boat. "Get in."

"What?" the Celestial Spirit wizard said, surprised.

"Seriously?!" Natsu added.

The group was surprised the sailor had changed his mind so quickly upon learning they were there to save the island. However, Gray was not so much surprised as he was still angry with Natsu. "No way!" he exclaimed.

Gray moved in to grab Natsu, but the Dragon Slayer simply grinned devilishly and delivered a powerful backwards kick to Gray's stomach, effectively knocking the wind out of him, and rendering him unable to move or speak. Natsu lifted the ice wizard up over his right shoulder, and turned to the sailor with a smirk on his face.

"There we go. Ready when you are, sir." Natsu proclaimed.

"Couldn't you have just left him here?" Ben implied, cocking a brow in confusion.

"Yeah, I'm not sure if bringing him with us is such a good idea." Lucy inputted.

Natsu turned to the Celestial Spirit mage and superhero, and countered, "We can't let him go back and tell the guild." He then began to tremble and sweat as his mien quickly became one of trepidation. "'Cause the next person they'll send is Erza!"

Under the threat of Erza coming for them, Lucy and Happy's demeanors practically mirrored Natsu's. Without another word, the Celestial Wizard and flying cat both piled into the boat with Natsu hopping in after tossing Gray in. Ben followed, but was still left with the question of what exactly Erza was capable of.

…

The first hour or so of the boat ride was mostly spent in silence with the captain of their vessel refusing to speak until they were closer to their destination. The sun had gone down, and the cool night air had begun to kick in. Gray was now fully recovered from Natsu's kick, but the latter had tied him up so he couldn't use his magic, which the ice wizard was less than pleased about. Natsu was currently leaning over the side of the boat from motion sickness. Lucy seemed to be growing more and more nervous as the trip progressed and Happy simply looked, well, happy.

As the moments of silence drifted by, Ben was thinking to himself about one thing, or person, in particular: Erza. At this point, he was extremely curious to know what it was she could do, especially with the earlier mentions of her and how afraid the others were of her coming after them. He knew what everyone else's abilities were on this supposed "strongest team in Fairy Tail," except for hers. He then turned to Happy, who was sitting roughly right next to him, on the front end of the boat. He made sure to keep his voice down though, so as not to disturb the captain.

"Hey, Happy."

Happy turned to the teen hero. "Huh?"

"You mentioned Erza's magic before..."

The blue feline tilted his head in confusion. "What about it?"

"Well, you never told me what it was. I'm kinda curious is all." Ben said.

"Oh! That's easy. Erza uses a type of magic called Re-Quip." She explained. "She can use it to pull all sorts of weapons out of her own pocket dimension, like swords and axes and stuff!"

Ben eyes widened slightly. _'Guess that explains the whole "bleeding" thing he said earlier...'_

He shook off his musings and continued, "So, that's why everyone's afraid of her? Because she can summon swords? I mean, Lucy can summon a giant cow-man with a battle axe and no one bats an eye at _that_."

Happy shook his head and clarified, "Nuh-uh. Lots of wizards can use Re-Quip Magic to change weapons, but Erza's biggest strength is that she can change her _armor_ too! It's a unique ability that only _she_ possesses. It's called _'The Knight'_."

Ben was definitely surprised by this new information. He wondered why she was always decked out in armor, and now he understood. However, there was one question that Happy's explanation brought to the surface of Ben's mind.

"Is there anything special about these different armors?" he wondered. "I mean, they can't all just be for show."

"Yup!" the blue cat replied. "She has a bunch of different kinds of armor, and most of them give her special powers and magic!"

Ben mused for a moment after hearing that. That sounded almost exactly like what he could do. Though, he was curious how many different armors she actually had. He decided against asking Happy though. He highly doubted the blue feline would have an answer. He'd have to ask her himself sometime.

After that, several more minutes went by in silence, and in that time, the sky had grown noticeably darker, which only made Lucy even more unsettled. "Okay, now I'm starting to get scared..." she said shakily.

"Well look on the bright side, at least _you're_ not tied up!" Gray retorted. He then turned his attention to the captain of their little voyage, still angered and irritated by the fact that he was now tied up, but still equally angry about his friends' insistence on breaking the guild's rules. "This is _your_ fault too, buddy! Why'd you decide to let us on?!"

The sailor, who had remained silent the entire trip and had been focusing on a small, glowing orb at the back of the boat, turned to Gray with a neutral expression. "The name is Bobo, and if you must now, I used to be a citizen of Galuna Island."

"_Used_ to be...?" Ben questioned.

Bobo didn't respond to Ben for a moment, much to the shape-shifter's confusion. Bobo's expression grew darker as he turned to face the sea. "But I had to flee... I just couldn't take it anymore." He turned to the group. "I should warn you. Tragedy befalls anyone who sets foot on the island. There's no avoiding it. That is, unless you're able to lift the curse."

After a second of pause, Bobo shifted his cloak and exposed his left arm; however, it was unlike anything they had expected. It appeared to be covered in a bizarre, dark purple exoskeleton. Whatever it was, it clearly wasn't human.

"...This vile demon's curse." Bobo concluded.

"Woah, your arm..." Gray gasped.

"What happened to it?" Lucy asked, shocked.

"Is that...the curse...?" Ben queried.

Again, without replying, the cursed sailor took a look ahead of the boat, and saw an island coming into view. "We're almost there. _That's_ Galuna Island..."

For a second, the wizards and superhero gawked at the island in curiosity and minor apprehension, until Lucy broke the silence by asking the question that was on everybody's mind.

"That's weird. Why's the mountaintop glowing like that?" she observed.

Sure enough, Lucy was right. The mountain on the island had a golden, yet ominous glow shining from it. Simply looking at it made Ben's skin crawl a bit, as though something unnatural were on the island. Then again, living there had given poor Bobo the arm of some kind of humanoid insect, so there was undoubtedly something sinister there.

It was then that Ben had a question, and turned around back to Bobo. However, when he did so, the cursed man had suddenly vanished!

"What the...?!" he shouted in alarm.

Everyone turned to see what the commotion was about, only to be just as shocked as Ben by their guide's disappearance.

"Where'd he go?!" Lucy said fearfully.

"Did he fall out?" Gray wondered, equally confused as the others.

"It's like he disappeared into thin air!" Happy remarked.

As Natsu gurgled from motion sickness, unaware of the current situation, Lucy began to hear something as she looked over the edge of the boat, but couldn't place her finger on what it was. "What's that sound?" she voiced.

Ben heard it too and quickly realized it was coming from behind them. He spun around to see what it was, but was instantly shocked by what he saw; a massive tidal wave was heading straight for them!

"Uh, GUYS?!"

Everyone turned to Ben, but their eyes widened in shock and fear upon seeing the massive wave. Even Natsu, who was still visibly sick, looked startled by the incoming wave.

"AAAAAHHH! TSUNAMIII!" cried Lucy.

"Now don't panic! Just hold on!" Gray yelled.

The group grew more fearful by the second as the wave began to come down on them, forming a whirlpool beneath all the while.

"Happy! Ben! Can't you grab onto the boat and fly?!" Lucy asked in the midst of her panic.

"I'M NOT STRONG ENOUGH!" Happy replied.

Without a word, Ben swiftly activated the Omnitrix and selected an alien icon. He didn't know what he picked, but there was no time to stop and scroll through his playlist. He slammed down the core, and in a flash of green light, he was replaced with a familiar blue-furred, four-armed primate.

Spidermonkey took a quick look at himself and groaned in irritation. The wizards all turned to him with still-panicked faces.

"WHY'D YOU TURN INTO THAT THING?!" Lucy shrieked.

Spidermonkey made monkey sounds before responding, "I DIDN'T HAVE TIME TO CHOOSE!"

A second later, the tidal wave crashed down on their small, wooden boat, and sent everyone on it down into the whirlpool below.

…

Ben's eyes began to slowly flicker open at the sound of birds chirping. As he opened them, he had to shield his eyes from the sunlight. Once his eyes had adjusted, he wearily looked around, still in somewhat of a daze. He was now lying on a beach somewhere, and was back in his human form. If it had turned daytime, then the Omnitrix must've timed out while he was unconscious.

"What...happened...?"

Ben slowly sat up straight, and took a better look at his surroundings. After looking around for a few moments, his eyes went wide when he noticed that no one was with him; not Natsu, Lucy, Gray, or Happy. This was definitely worrisome.

"Wait..." he looked around the beach. "Where is everyone?"

Ben sat there for a moment, observing his surroundings. It was then that he remembered what happened to him and his friends.

_'That's right.' _He thought._ 'We got hit by that tsunami.'_

Another moment later, Ben began to pick himself up off the sand and brush himself off. He didn't know where he was, but he figured if he ended up here, then his friends would likely be somewhere nearby. Or at least that's what he hoped.

"I gotta find them." Ben said, concerned. "I just hope they're alright..."

With that, Ben activated the Omnitrix. He scrolled through the playlist for a minute, trying to decide which alien to use. It was then that he found the perfect one. He tapped the faceplate of the watch, and slammed down the core once it popped out.

In a flash of emerald, Ben was replacedsmall, humanoid creatures with white skin. It wore a green and black jumpsuit, with the black parts converging around the chest area to form an hourglass-esque symbol. It bore the Omnitrix dial on its forehead, and had three green fins sprouting from its head. It also had two white, whisker-like growths sprouting from its cheeks. It had three silver nodes on its black belt, and two similar nodes on either arm.

**"Ditto!"**

"Alrighty! I'd say this calls for a little divide and conquer!" Ditto noted excitedly.

Ditto's form was enveloped in a flash of green, though not nearly as bright as the ones the Omnitrix gives off. With this green light, another Ditto split off from the original. The new Ditto repeated this process, as did the third, and soon, there were fifteen Dittos standing around their creator, yammering on about random subjects.

Ditto Prime placed his hands on his hips in a serious manner. "Alright, boys! You know what to do! Now fan out and find 'em!"

"YEAH!" the Dittos agreed determinedly.

...

There she was; Lucy, lying unconscious on a beach. Her eyes began to flutter open slowly at the sound of a voice. It wasn't any voice she recognized; not Natsu's, Gray's, Happy's, or Ben's. Not only that, but it sounded like there were multiple voices speaking, but they all sounded the same. They all sounded high-pitched as well...

"Oh, man. I knew we shouldn't have taken that left turn at Albuquerque..."

_'Albu...wha...?'_ Lucy thought, still dazed.

"No kidding. It's been ages and we haven't found _any_ of 'em yet."

"It's only been like thirty minutes, dude. Would you quit complaining already?"

_'Who...is that...?'_ Lucy wondered, trying her best to fully wake up.

"Wait a minute, guys... Look over there! Is that...?"

"Whoa! I think it is! I think it's Lucy!"

"We totally just found her by accident!"

"Woohoo! Score one for the little guys!"

With all the chatter going on around her, Lucy was essentially forced into wakefulness. She finally opened her eyes, and upon doing so, found several bizarre, yet identical faces staring down at her.

One of the Ditto clones smiled widely. "Morning, sleepy-GAH...!"

Before the Ditto clone could even finish his greeting, Lucy sprang up from the sand, knocking him back with a punch to the face purely out of reflex.

"WHAT THE HECK ARE YOU AND WHAT DO YOU THINK YOU'RE DOING?!" Lucy demanded loudly. "I'LL HAVE YOU KNOW I'M A MEMBER OF FAIRY TAIL AND-"

"Geez! We know, we know!" one of the Dittos responded.

"Calm down, Lucy! It's just us! I mean me! I mean, it's Ben, so just chill out!" Ditto Prime stammered, hoping his blonde friend would refrain from hitting any more of...well, _him_.

"Ben...?" Lucy inquired blankly.

The Ditto clone Lucy punched finally began to sit back up, rubbing its aching face. "Yes, _Ben_!"

"But what _are_ you? And why are there so many of you...?"

Ditto Prime placed his hands on his hips. "Cloning. Pretty nifty, if I do say so myself."

"I _do_ say so myself," commented Ditto 4

"Me too," added Ditto 2

"Me three!" Ditto 5 stated.

Lucy simply blinked, still slightly confused by the situation. "So you're telling me that tiny little guy can make copies of himself? How is that even possible?"

"Are we all gonna ignore the fact the she just SUCKER PUNCHED ME?!" Ditto 3 demanded irately.

Lucy sweat dropped. "Oh... Sorry about that..."

Having had enough of his clones cutting in, Ditto Prime tapped the Omnitrix dial on his head; thus, turning back into Ben, and causing all of the other Dittos to disappear in small, green flashes.

Ben offered Lucy and hand. "You okay?"

"Yeah, I think so..." Lucy accepted Ben's hand and used it to pull herself off the ground.

"Well _that's_ good to hear." Ben sighed in relief. "Do you know where the others are?"

"I don't know..." Lucy replied. She then took a look around. After a few moments had passed, Lucy looked over Ben's shoulder, and saw something. "Wait..."

Ben followed Lucy's gaze to the beach behind him, and noticed exactly what she was looking at. It appeared to be three figures; two of them lying on the ground unconscious, and the other, smaller one, with its rear end and its furry, blue tail sticking out of the sand. He immediately recognized the trio as Natsu, Gray, and Happy. The wreckage of the boat they had been traveling in could be seen strewn about the beach.

"What a mess..." Lucy muttered as she and Ben approached their friends, who had already begun waking up themselves.

After several minutes, Natsu and Gray were fully awake, and the latter had helped Happy get his head out of the sand, and proceeded to pick up his backpack and sleeping bag. Ben simply sighed in relief. He hated it when people got hurt on his watch, and finding out that everyone was okay lifted a lot of guilt from his shoulders.

"Looks like we made it, you guys!" Natsu noted; an excited grin on his face.

"We're lucky that wave washed us ashore," Lucy added.

"Well I don't know if I would call it _lucky_." Gray commented sourly.

"I can't help but wonder what happened to the guy who brought us here..." Lucy stated, worried for the sailor.

"Yeah. Right after he told us about the curse, he vanished..." Ben continued, also concerned.

"Forget about that stuff for now and let's go exploring!" Natsu yelled, flailing his arms in the air excitedly.

"Aye!" Happy chirped.

Lucy could only sweat drop at her two friends' attitudes. "We've been here like _thirty_ seconds, and you guys have _already_ forgotten about the mission?"

"Are they for real...?" Ben deadpanned.

After a moment, Lucy proceeded to pull out the job request that brought them here in the first place. Natsu and Happy regained their composure and began to focus on the task at hand once again.

"Apparently there's only one village on the _entire_ island. The village chief is the one who originally put in the request. So I guess we need to try and find _him_."

"Not so fast..." Everyone turned to see Gray, staring at them with a serious expression.

"You're not still thinkin' of taking them back to the guild, are you?" asked an incredulous Ben, "Because if you are, you're gonna have to find a new boat."

"You're right..." Gray said, "I'm comin' with you."

That was a surprise for everyone, especially for Natsu, Happy, and Lucy. First Ben had agreed to tag along, and now Gray?

"There's no way I'm gonna let the two of you clowns make S-Class before I do." Gray stated plainly. "And if you were kicked out, the guild would be pretty boring. Gramps'll be upset, but if we pull this off, he won't stay mad at us for long."

"What about me?" Ben asked.

Gray shrugged. "He thinks you have no idea how to handle this world, but seein' how you took down flame-brain over there, and the fact that you got dozens of other aliens in that fancy wristwatch of yours, I think you can handle a cursed island."

The Ice-Make wizard grinned confidently. "Let's go."

Natsu and Lucy smiled while Happy jumped in excitement. "Yeah!" shouted the former two, while their blue, feline companion yelled, "Aye!"

"Well then," Ben grinned, "what are we waiting for?!"

…

**A/N: Well, I hope you enjoyed Ch.3 Revised! **

**As I said, Chapters 4-6 Revised will be added at a later date. I will inform you when they're ready. **

**Next chapter: Galuna Island, Part II**

**Please leave any comments or critique in the review box. Until then…**


	4. Galuna Island Pt 2

...

**Ultimate Fairy**

**Chapter 4: Galuna Island **

**Part II**

…

After a long trek through the jungle, Ben, Natsu, Lucy, Gray and Happy finally arrived at the one and only village on Galuna Island. It was impossible to tell what the village was like, partly because it was now night time, but also because the village was surrounded by high wooden walls with pointed carved tops. Posted on the main gate was the dreaded "Keep Out" sign.

"Well, we found the village." Gray noted.

"Check out that gate…" Natsu remarked. "When they say 'Keep Out' they mean it."

"So, what, do we just knock?" Ben asked, unsure of how to answer a wizarding job request; especially since he wasn't one.

Lucy answered by stepping forward and yelling out, "Is anyone there!? We came to help you!"

The only answer they received was silence.

"Let's bust in," Natsu said, an impish grin on his face.

"No way!" Lucy yelled at him.

Finally, a voice called out from the top of the wall. "Who goes there?"

The group looked up to see two guards staring down at them.

"We're wizards from Fairy Tail," Lucy answered, "We're responding to your request!"

"Why weren't we notified that you'd accepted the request?" the voice asked suspiciously.

Though in Ben's mind, the person had every right to be; especially since the wizards _had _taken the job against the rules.

Lucy tried to come up with a reason, but Gray beat her to the punch, and called out, "There was probably just a mix-up with the paperwork!"

"Then let me see your guild emblems," the lookout challenged, "right now!"

Natsu moved his scarf, which had partially concealed his red guild mark on his right shoulder. Happy shifted his knapsack to reveal his green mark on his back. Gray lifted his shirt to show his blue emblem on the right side of his chest. Lastly, Lucy showed the pink emblem on the back of her right hand.

Needless to say, the guards were stunned. Those emblems were legit!

"They're here…" the lookouts stammered in shock. "They're _really _here!"

The sentry was about to open the gate immediately, but stopped when he had noticed a certain person in the group had not shown them any guild mark.

"Wait…that proves who _you _are," one of the guards replied, "but what about _him_?" Even without seeing him, Ben knew that the guy was pointing right at him.

"He's with us!" Natsu snapped. "You gonna turn down extra help?"

The sentry didn't really have an answer to that; after all, with the situation the village was in, they'd need all the help they can get. Ben was very grateful as the gate soon opened.

"It's like we're walking into a giant monster's mouth." Happy commented, noting how the pointed ends of the gate resembled sharp teeth.

"Are you trying to freak me out…?" Lucy said, annoyed.

The group stepped forward, only to be greeted by a large crowd of people wearing cloaks, hoods and cloth across their faces, concealing almost all of their features.

"I am Moka, the village chief," the lead figure said, leaning on a staff with a crescent moon on the top, "and on behalf of everyone here, I welcome you. Pleasantries aside, there's something you need to see; now, my people!"

The villagers as one dropped their cloaks, and for a moment, Ben thought they were going to attack them. Instead, the group was greeted by a familiar, yet disturbing, sight.

For the most part, the people all looked human, but every single one of them had a monstrous body part. Arms with claws, legs with talons on the feet, even horns on heads; no one was unchanged, not even the smallest children.

"It's just like the guy on the boat," Gray murmured.

"No wonder they needed help," Ben whispered, "this is awful."

Natsu, on the other hand, noticed something else. "Oh, wow, your sideburns are huge!" he pointed at the sideburns on the elderly chief's face, which stretched down to his waist.

"Not that!" Moka snapped, "I meant my arm!" he held up his purple, clawed arm for emphasis. "Everyone on the island is suffering a disfigurement because of this curse; not even the animals are unaffected."

"Not to sound rude," Ben said, "but are you sure it's a curse? It could be some kind of infectious disease or toxin."

"We've consulted with dozens of doctors, young man." Moka said wearily. "But every one of them says that no such disease exists."

"Can I try something first before I'm convinced it's a curse?" Ben asked.

When the chief nodded, Ben walked up to him and pointed the Omnitrix at Moka's inhuman arm. "Omnitrix, scan closest sentient life-form"

Before anyone could question Ben's sanity for speaking to his watch, the faceplate slid back as a green light shot forth from the core and waved over Moka. To everyone's further surprise, the Omnitrix began to speak in a synthesized version of Ben's voice!

"_Subject's DNA is unknown. DNA acquisition blocked by unknown energy. No abnormalities found in genetic structure." _With that, the light faded and the Omnitrix resumed its normal mode.

Ben sighed as he stepped back. "So much for the easy way," he said; his tone apologetic. "Sorry about that, but whatever is wrong with you, the Omnitrix can't fix. Guess we'll have to do it the hard way. Can you tell us everything you know about how this happened?"

Moka shook off his confusion and shock, then continued with his tale. "It all started when the moon fell under an evil spell."

"An evil spell?" Lucy repeated.

"Since ancient times, this island has absorbed the light of the moon, causing it to glow almost as beautifully as the moon itself." Moka's voice turned fearful. "However, three years ago, the moon's light turned purple and bathed the island in an eerie glow."

"Hey, everyone!" Happy called out, pointing up, "The moon is coming out from behind the clouds!"

The wizards and superhero looked up to see that the light of the moon that came down was indeed a creepy shade of purple.

"Stand back," Moka warned, "the change is upon us!"

Before anyone could ask what he meant, all of the villagers began to convulse, moaning in absolute agony. Their bodies began to shift, scales, fur and spikes covering them; now, instead of a single area of their bodies, everyone in the village looked like creatures that Ben had only seen in fantasy pictures.

"I am sorry if our appearance frightens you." Moka said. He was now sporting purple, scaly skin, as well as fangs, pointed ears and a pair of horns.

"It's all right," Ben replied, not wanting to make them feel any worse about their appearances. "I've turned into things that are way scarier."

"These poor people," Lucy whispered.

"Oh man," Natsu muttered, before his face suddenly brightened, "YOU GUYS LOOK SO COOL!"

Everyone else could only stare at him in disbelief while he started to gush about how awesome they looked, at least, in his mind.

"Huh…?" everyone uttered, dumbfounded.

"He said we looked cool…" a male villager repeated in shock.

"No one's ever said that about us before…" a female villager said.

"Natsu!" Lucy slapped him upside the head, "That's insensitive! They don't want to be like this!"

"Really?" Natsu asked, confused, "Well, sorry about that. I guess we should help them out."

"That's why we came here in the first place," Ben deadpanned, pinching the bridge of his nose.

"Get a clue, man," Gray said, equally exasperated.

"Anyway, as you can see," Moka said, trying to get everyone back on track, "whenever the moon comes out, everyone in the village takes on the form of a demon. If this isn't a curse, then what is it? We return to normal when the sun rises; however, there are some among us who lose their minds and never change back. The only thing we can do for those poor souls is to put them to death."

The others were shocked. This wasn't just a curse that changed how they looked; it drove them insane and made them dangerous enough to force the villagers to kill them!

'_That's probably why they wanted help so badly.' _Ben thought. '_If everyone was okay on the inside, they probably wouldn't be so upset.'_

"But they might get better someday!" Natsu protested.

"If we wait for too long, they will kill us all." Moka replied sadly. "We've tried to capture them, but they always break free." Tears began falling from the old man's eyes as he pulled out a photograph. "There is no way to reverse it. This curse has forced me to take the life of my own son."

Shoulders shaking in grief, Moka let the photograph fall to the ground, letting the others see a picture of a man with wide eyes, a moustache and goatee, and a bandana on his head.

"That's the guy who took us here on the boat!" Lucy said softly, "We just saw him yesterday and…"

"Shh!" Gray interrupted, and whispered "now I understand why he just disappeared like that. He's dead, but his soul couldn't rest in peace."

'_A ghost…' _Lucy thought, beginning to panic.

Ben started to get worried; first magic and a cursed island, and now ghosts? Was there anything familiar in this world for him to hold onto?

Moka picked up the photo, then gave the group a low bow.

"Please lift the curse." he begged. "If you do not, it is only a matter of time before we fall victim to it and die!"

"We won't let that happen!" Natsu shouted, then lowered his voice when Moka looked at him. "We're going to fix this, I promise."

Everyone else in the group nodded in agreement. Silently, Ben swore that no one else was going to die because of this curse.

"There is only one way to lift this curse," Moka said, "The moon… the moon must be wiped from the sky!"

'_Okay,' _Ben thought, '_this might be harder than I thought it would be.'_

…

Moka's demand had left the team rather stunned, and they were ushered into a small hut, away from the purple light. All of them were wondering the same thing.

Did they really have to destroy the moon?

"I never knew the moon could be so creepy." Happy said sadly.

"Hurry up and close the window!" Lucy shouted. "You heard the chief; we have to stay out of the moonlight! You may not care, but I don't wanna risk turning into some freaky monster!"

"I'm not so sure about this job, guys." Natsu said, looking more irritated than worried.

"How can these people expect us to destroy the moon?" Gray asked.

"I wonder how many punches it would take?" Natsu wondered, raising a fist. "You think I can handle it?"

"Are you actually considering it!?" Ben demanded. He couldn't tell if Natsu was determined or stupid, but it was starting to look like the latter.

"For real," Gray agreed, "don't be stupid, man!"

"Natsu, there isn't a wizard strong enough who could do that." Lucy said, shaking her head.

"But that's what we were hired to do!" Natsu objected. "If we back out, it'll make Fairy Tail look bad!"

"What they're asking can't be done!" Gray countered, and then asked, "How were you planning to get to the moon anyway?"

"With Happy, of course," Natsu said, pointing at the cat.

"Huh!?" Happy shook his head, "I don't think so."

"Hey," Ben spoke up as he looked at the job request again. "The job just says to end the curse. Just because these guys think the only way to do that is to destroy the moon, doesn't mean that it'sthe _only_ way."

"Yeah," Lucy agreed, "I'll bet that if we do some investigating around the island, we'll find the real source of the curse and stop it."

Anything else Lucy might have said was interrupted when Gray threw his shirt at her face. Ben was both impressed and creeped out. The Ice-Make wizard had stripped down to his boxers and the silver necklace he wore in less time than it took to blink.

"You kids can do what you want," Gray remarked as he pulled his socks off, "but after the day I've had, I need some shut eye."

"Please don't take off any more…" Lucy pleaded, a sweat drop running down her head.

"Yeah, our investigation starts tomorrow morning," Natsu added, and then jumped onto the sleeping mats that the villagers had laid out for them. "Let's hit the sack!"

Happy jumped face-first onto the pillow. "Aye, sir!" came his muffled cry.

"Sounds like a plan to me." Gray replied, lying on his sleeping mat face-down.

Ben agreed and headed to his own mat; it had been almost two days since he'd gotten any sleep, and he was dead tired. He took off his hero jacket and folded it up to use it as a pillow.

"Alright…night, guys." Ben said as he laid down on the futon.

"Night!" they replied.

He closed his eyes and slowed his breathing, allowing himself to steadily fall asleep. The last thing he thought of before he drifted into slumber was his family and friends back home, and how long he would be in this crazy magical world.

…

Early the next morning, the team set out; though Natsu, Gray and Happy looked like they could have used a few more hours of sleep. Ben was used to getting up early, either when he was needed to save the day, or when he needed to go to school. Lucy, on the other hand, was raring to go.

"I hate waking up this early," Natsu whined.

"Hey, you guys kept me up all night with your snoring," Lucy snapped, "and you don't hear _me _complaining! Let's go!"

"Aye," Natsu, Gray, and Happy all moaned.

"You guys want to hit the big leagues, right? You gotta make sacrifices." Ben stated nonchalantly.

"How come you're okay?" Gray asked.

"I'm used to running on only a few hours of sleep." Ben explained. "I've lost count of all the times I've had to stay up late or wake up early to fight some monster, alien menace, or something."

"See, Ben's got the right attitude!" Lucy pulled out a silver key and pointed it. **"Open, Gate of the Clock Constellation: Horologium!" **

In a puff of smoke, a tall brown grandfather clock, with long black arms and short black legs, appeared. It had a glass case, a Roman-numerical clock at the center, and a small face at the top with slit eyes and a thin, twirl mustache-like mouth.

"The time is seven forty-eight," the spirit said cheerfully.

"Um, did you need to know the time?" Ben asked, confused as to why Lucy summoned a clock-man.

"No, it's because she's lazy," Natsu told him.

Before Ben could ask what he meant, he saw Lucy open up Holorlogium's glass case and climbed inside.

"Let's go, the lady says forcefully," the spirit said, repeating what Lucy had said from within him, and then marched towards the mountain.

"She… uses him to travel?" Ben asked.

"Yep," Natsu replied as he, Happy and Gray walked after the spirit, "because she's lazy."

Ben shook his head. "I'm never going to get used to the magic here…"

Despite Horologium's head-start, everyone else soon found themselves ahead of the slow-walking spirit.

"Do you really think there's another way to lift the curse?" Natsu asked.

"There really isn't another choice." Ben replied. "The only one of us who could get to the moon is me, and even then I don't think I'd be able to destroy it. Even if I could, it would throw the world's climate into chaos and lot of people could die. "

Even though Ben didn't perform his best in high school, he did remember a few things he learned in his classes; in this case, astronomy. The moon was essential in stabilizing the Earth's rotation on its axis, or in this case, Earthland's. Seriously, who came up with that name?

"Wait…hang on…" Gray interrupted, giving Ben an incredulous look, "_you_ could get to the moon?!"

Ben shrugged, and replied, "Yeah, I have a few transformations that can survive in space."

The wizards and cat simply stared at Ben in astonishment; it was then the teen hero realized that, in this world, a person going into space was unheard of. It made since though since the technology in this world was rather low.

"Wow! That's awesome!" Natsu grinned brightly.

'_Damn…' _Gray thought. _'Is this guy for real…?' _

"But even if you _could_ destroy the moon, it could cause salmon to go extinct." Happy mentioned. "And they're my favorite fish!"

"Will you guys keep it down?" Horologium asked, "We don't know what's lurking out here, so we shouldn't draw any attention, the lady demands impatiently."

"You're not tired. Why the heck are you not walking?" Ben asked, a little annoyed by Lucy's nearly bipolar attitude towards all of this.

"Listen, this curse is freaking me out, and I'm scared, she says nervously." Horologium repeated dutifully.

"Are you kidding?" Natsu asked, pumping his fist, "S-Class quests are awesome!"

"We'll probably end up blowing something up," Ben commented, sounding both resigned and excited.

"Yeah," Gray said arrogantly, "but I bet I could just freeze that stupid curse."

"You guys are idiots, she says disparagingly." Horologium replied, though he sounded like he agreed.

Ben was going to give a snarky reply, but was stopped by the sound of giant footsteps. Everyone turned to see a giant figure behind them. It was easily thirty-feet-tall, but the sun was behind it, so the light got in their eyes, preventing them from getting a good look. Whatever it was, it started to laugh in high-pitched, menacing hiss.

"Anyone know what that is?" Ben asked, reaching for the Omnitrix.

"IT'S HUGE!" Gray exclaimed.

"No," Natsu said, gathering flames around his hands, "but I bet it wants a fight!"

"What are you waiting for?! Beat it up, you guys, she yells frighteningly." Horologium said.

Whatever it was, it began to reach out towards them, and Ben slammed down the dial on the Omnitrix. After a bright flash of emerald, Ben had turned into…

"**Humungousaur!" **the dinosaur-like alien cocked his fist back and punched the creature across the face, knocking it to the side and allowing everyone to get a good look at it.

"It's a giant rat, she exclaims worriedly," Horologium said, sounding rather concerned himself.

Indeed, it was a giant rat, but its fur was a light green and it wore what looked like a maid's apron and bonnet. In Humungousaur's mind, this was definitely the weirdest thing he'd seen in this universe so far, and it would certainly give some of the stuff he'd seen back home a run for its money as well.

The rat got up and rubbed a paw against its now-sore jaw, and then took a deep breath. Not wanting to let himself or his friends get hit by whatever it was about to do, Gray ran forward and put his right fist on top of his left hand, which was palm-up. A cold mist gathered around his body.

"**Ice Make: Shield!" **a giant fan-shaped shield of ice erupted from the ground. Unfortunately, it didn't do any good, because the rat belched forth a noxious, foul-smelling gas.

"Oh, man," moaned Humungousaur, placing a hand over his nostrils, "when was the last time you brushed your teeth?"

Everyone tried in vain to block out the smell, but it was already in their noses. Natsu lay on the ground, nearly unconscious from the stench, and it affected Horologium so badly that he was forced back into the Spirit World, leaving Lucy to the mercy of the rat.

"Run!" she cried, trying to get away from the giant rodent. It reached out to grab her, but Humungousaur grabbed its forelimb. The rat, whom was fifteen feet taller than Humungousaur, gave him a look that said _"I'm bigger than you; what are you going to do?"_

Humungousaur only grinned, and then began to grow; his body became taller and wider, his hide becoming thicker and more plate-like. In a few seconds, he had increased his size to his maximum height of sixty feet; much to the amazement of the Fairy Tail wizards.

"Now who's bigger?" Humungousaur growled.

The rat started to take a deep breath again, no doubt in order to uses its gas attack, but the Vaxasaurian punched it in the jaw, snapping it shut. "Shut your mouth!"

He brought his other arm around and smashed it against the rat's head, driving it to its knees, before jumping on top of it in a body-slam. He got up and wiped his hands together, satisfied of how quickly he subdued the rat creature. Then, he heard a yell and saw both Gray and Natsu pummeling the head of the giant rodent.

"Um, I think it's over…" Humungousaur said, confused. "Shouldn't we leave while we have the chance?"

"We should kick its butt while we have the chance!" both wizards yelled at once.

Humungousaur rolled his eyes while Lucy, who had fled further back during the fight, came back.

"Hey, guys!" she pointed in the direction she'd come from, "I found something!"

From Lucy's tone, it sounded important, so Humungousaur grabbed Natsu and Gray in each giant hand and headed after Lucy, all the while ignoring the two hotheads struggling in his grip.

After catching up to Lucy, they found themselves in front of a large temple; its structure covered cracks and vines, meaning that it was either very old or badly-maintained. Crescent moons decorated every doorway and every pillar. The entrance was large, but even at his smallest, Humungousaur was too big to fit inside; so, he gently threw Natsu and Gray inside the temple before turning back to normal.

"What's the big idea taking us outta the fight like that!?" Natsu raged.

Ben rolled his eyes. "Because I'm pretty sure that that rat had nothing to do with the curse, and we need to end it as soon as we can before anyone else dies."

Chastised, Natsu rubbed the back of his head. "Right, sorry."

Then Ben remembered something from the fight. "Hey, Natsu, how come that gas affected you so badly? It was like you almost passed out."

Natsu looked embarrassed, so Happy answered for him. "Dragon Slayers have stronger senses than most, so the smell was really bad for him."

"But…" Ben was a little confused, "But if that's true, when you and I fought, the smell from Swampfire should have had the same effect. What happened?"

"Well, when you blasted me in the face with that water guy," Natsu told him, "the water got in my nose and I couldn't smell as good, so I could fight Swampfire without a problem."

"That… actually makes sense," Gray said, a little impressed, "Way to use someone's attack to your advantage. I didn't think you had the brainpower for that."

"Hey!" Natsu started to growl at the ice wizard.

"Knock it off!" Lucy half-shouted, "This temple is old, and I don't want it collapsing on us because you two idiots started another fight."

Ben looked around. The inside of the temple was indeed old, and looked like it very well could start to fall apart.

"Wow…this place is massive." Lucy noted.

"So, what's with all the moon symbols?" he asked, pointing to the multiple carvings on the walls.

"Well, it makes sense, Galuna used to be called the 'Island of the Moon'." Gray responded.

"A moon island, a moon curse," Ben smiled wryly, "I'm sensing a theme here."

"Yeah," Lucy said to herself, "you really gotta wonder what all of it means."

Natsu, who had stopped paying attention, started stomping on the stone floor. "Man, this place is a wreck. The floor doesn't even look safe to walk on."

"Well, don't go stomping on it!" Lucy yelled. Her words came too late, however, because the floor did indeed break apart, sending the entire team plummeting into a dark hole.

"Natsu, you idiot," Gray yelled, "look what you did!"

During the freefall, Ben swiftly activated the Omnitrix, selected a random alien and slapped down the core. In a flash of green, Ben had transformed into a humanoid glob of green goo that had an amoeba-like shape. Hovering over its head was an Anti-Gravity Projector that resembled a UFO, and it had the Omnitrix dial positioned on top of it.

"**Goop!" **Ben called out in a crackling static-sounding voice.

When Goop collided with the ground, his body was splattered everywhere in green, gooey puddles.

A moment later, a piece of rock in a pile of rubble was shifted as Natsu's head popped out. "Hey!" he looked around frantically, "Is everybody okay?"

"I'd be better if you hadn't knocked out the floor!" Lucy retorted, glaring at the pink-haired wizard.

"Here's a thought," Gray growled, lying on his stomach, "if you think before you act, maybe you wouldn't cause so much destruction!"

"Hey, hang on…" Natsu looked around and noticed someone missing. "Where's Ben?"

Lucy, Gray, and Happy paused and glanced around the cavern, seeing no sign of the jacket-clad teen. However, they did notice something else that was odd. There were lumps of green goo splattered across the cavern.

Gray stuck his hand in one of the green globs that was right next to him. "What's all this goo?" he asked curiously.

"AHH…!" Lucy shrieked comically, spotting a large splotch of the green substance on her ample chest. "IT'S ON ME!"

"Sorry…" a high-pitched, crackling voice called out.

The team immediately froze upon hearing the strange voice.

"Who's there?!" Gray yelled.

Suddenly, the globs of green around the room levitated off the floor. Lucy freaked out when the goo on her chest began to move and flew away from her. The emerald globs converged in the air beneath a floating, disk-shaped device and took the shape of a humanoid.

"What is that thing?!" Lucy squealed, frightened.

"Don't worry, guys," Goop held up his hands in a placating gesture, "it's me, Ben…but right now, you can call me, Goop."

"Whoa…your body's made of goo!" Natsu shouted, wide-eyed.

"Way to state the obvious, idiot," Gray remarked.

"EWW!" Lucy cringed at the sight of Goop. "That's so disgusting! And you were on _me_!"

"Geez…calm down, Lucy," Gray muttered with a sweat drop, "it's not that bad."

Goop reached up to his Anti-Gravity Projector and slapped the Omnitrix dial. In another emerald flash, Ben transformed back to human.

"Sorry about that." Ben apologized, rubbing the back of his neck. "But a fall like that could've really hurt me if I were still human."

It was true. In the short time he had spent in this crazy magical world, he had observed that the people living here were more durable than normal people back on his world; at least, the people he had met so far. Natsu was able to go toe-to-toe with Rath and some of his other strong forms, and he had heard that many other wizards in Fairy Tail were no slouches in a fight either.

Ben was slightly surprised that the three wizards and cat had fallen in what appeared to be a fifty-foot-deep hole and emerged relatively unharmed.

Gray shrugged nonchalantly as he stood up, brushing himself off. "Don't sweat it, dude."

Lucy quickly recovered from her hysteria and looked up at the hole they'd fallen through. "Happy, Ben, can either of you fly us out of here?"

"No, sorry," Happy replied. "That's too many trips for me."

"Don't worry, I've got it." Ben cycled through his aliens, looking for Astrodactyl, when Natsu got his attention.

"Look, a secret cave!" The Dragon Slayer ran through said cave, yelling, "This is so awesome!"

"Would you quit running around like a crazy person!?" Gray shouted.

"Seriously?" Ben asked Lucy as everyone else ran after the pyromaniac, "Is he always like this?"

"Unfortunately, yes," Lucy sighed.

'_I'm not sure what'll happen first,' _Ben thought, '_either I'll get back home, or Natsu is going to drive me insane!'_

Thankfully, Natsu had stopped not too far ahead, staring up at…

"Whoa," Ben breathed.

"That's what I said," Natsu said, not losing sight of what lay in front of them.

It was a massive chunk of ice, easily fifty feet tall and fairy circular; the ice itself was a light blue that seemed to glow with an unearthly, and yet calming, light. But the ice itself wasn't what caught everyone's attention; inside the ice was a creature, barely smaller than the ice that held it. It was covered in scales, fangs and claws, and though it didn't seem to be conscious or even alive, it seemed to promise nothing but death and destruction.

"Anyone know what that is?" Ben asked quietly, not sure if he should be loud in front of such a dangerous-looking beast.

"That's impossible," Gray whispered, stepping forward with absolute shock and horror written all over his face. "It's Deliora!"

"What's a Deliora?" Ben asked, but Gray ignored him.

"How? How could this happen?" his voice grew louder and slightly hysterical, "How is it here? What the hell is it doing on Galuna Island!?"

"You've seen this thing before?" Natsu asked, less unsettled by the monster and more by the fact that Gray rarely lost his composure like this.

"T-there's no way…" Gray didn't seem to hear them, his arms trembling.

Lucy grabbed his shoulder. "Gray, try to calm down."

The ice wizard took a deep breath and his shaking lessened, but his eyes had a haunted look about them.

"Can you tell us about this?" Lucy asked gently, pointing at the creature.

"It's Deliora, the Demon of Destruction," Gray told them.

"Demon of Construction?" Natsu asked.

"_De_struction," Happy corrected.

"But why is it here?" Gray asked to no one in particular, "It doesn't make any sense?"

Ben had no idea if this demon had anything to do with the curse, but he knew that nothing got "of Destruction" added to their name for being nice. He would have said so, but the sound of footsteps behind them caught his attention. He gestured to the others to take cover behind some boulders.

They hid just as two people entered the cavern. One was a young man who was fairly short; he had a green coat that went down to his knees, spiky blue hair and the thickest eyebrows Ben had ever seen. The second person was another man; he was shirtless, but wore a pair of blue pants. The strangest thing about him; however, was his doglike face, which looked like someone had combined a human face with a dog's. Sticking out of his shaggy brown hair was a pair of dog-ears.

"The voices seem to be coming from down here," the blue-haired guy said, then sighed, "I hate being awake during the day."

'_What…is this guy a vampire, too?' _Ben wondered.

The guy with the thick eyebrows continued to speak. "So, Toby, were you exposed to the Moon Drip? I mean, you've got those pointy ears…"

"I already told you, they're a fashion statement, you jerk!" the dog-man, Toby, yelled.

The blue-haired man chuckled. "I was just teasing you."

"You don't have to be so mean about it," Toby grumbled.

"Moon Drip," Lucy whispered, "could that be the name of the curse?"

"Looks like it," Ben whispered back, "It also looks like these guys could be behind it."

"Yuka, Toby," a new voice called out, and a young woman walked into the cavern, "something terrible has happened."

The woman had violet-pink hair that was tied into pigtails, and wore a short, pink-and-black dress with white lace around the edges. She also wore black thigh-length boots and a strange, scarf-like thing around her neck that looked like long feathers.

"What is it, Sherry?" the man now known as Yuka asked.

"It's Angelica," Sherry said mournfully, "she's been attacked, and I'm so sad."

"You're moping around because someone beat up your stupid pet rat!?" Toby barked.

A light bulb went off in Ben's mind, as well as those of the Fairy Tail wizards. That rat that had attacked them was with these guys!?

"Angelica is not a rat," Sherry said fiercely, "she's a brave hunter, prowling the jungle to protect us. She is… _love_."

As their conversation descended into whispers, Ben turned to Happy and twirled his finger around his ear, the universal sign for crazy. The cat nodded in agreement.

"These guys are a bunch of weirdoes," Lucy whispered, "especially the chick with the pet rat."

"Yeah, I've never heard of anyone calling a big, ugly rat 'love', before," Ben agreed.

Natsu narrowed his eyes at the trio. "Judging from the scent I picked up, they're not from the island." He stated.

"And they don't look like they have the 'demon curse'." Happy pointed out.

"Intruders, you say?" Yuka's raised voice brought their attention back to the strange trio.

"And it's almost time to begin collecting moonlight again." Sherry sighed, "Oh, this makes me so sad. This news will displease the Cold Emperor. We should get rid of the intruders before he finds out. Yes, we must find them before the moon's first light."

"Agreed," Yuka said, a sadistic smile on his face. Toby only nodded.

"If they were here, then they've seen Deliora, and that means we can't allow them to live." Sherry said, "We shall give them the gift of eternal rest. We'll give them… _love_."

"You're talking about death, right?" Toby asked, confused.

'_Okay, that's enough of that,' _Ben thought, '_Gray might be traumatized for some reason, and we have no idea what these guys are capable of. Better play it safe for now.'_

Picking up a rock, he quickly hurled it down the tunnel and got back behind his cover before the trio noticed him. They did, however, notice the echoing sound the rock made and went to investigate. Lucy let out a breath that she hadn't realized she'd been holding.

"Nice thinking, Ben."

"But why didn't we just jump those guys and _beat_ some answers out of them?" Natsu asked grumpily, itching for a fight.

"We don't know what they can do." Ben explained, "And even if we did beat them, they could just lie to us. I'd rather learn as much as we can, then compare our info to theirs. Besides," he shot a look at Gray, who was still staring at the frozen Deliora, "I don't think Gray is in any shape to fight."

Natsu sighed; as much as he didn't want to admit it, Ben was right. "This job keeps raising more questions."

"Aye," Happy agreed, "like, who is this 'Cold Emperor'?"

"Well, I doubt he's called that because he's all warm and fuzzy." Ben said sardonically.

Gray, meanwhile, was off in his own little world. '_Deliora… what could they want with it? And how the hell did they even find it and bring it here?'_

"Gray?" Lucy asked, "What do you know about this thing?"

"It was sealed away inside a glacier on the Northern Continent a decade ago." Gray answered. "An immortal demon ravaged the town of Isval; countless people lost their lives. My master, Ur, the woman who taught me my magic, sacrificed everything to seal it.

"I don't know if it has anything to do with the curse, but that demon doesn't belong here. We have to find out who this 'Cold Emperor' is. If he's tarnished Ur's legacy, he's gonna regret the day he was born!" He raged, a cold mist billowing off of his arms.

Ben was taken off guard by Gray's ferocity for a moment before he collected himself. "Yeah, whoever was stupid enough to mess with the super-demon probably deserves to get his butt kicked." he agreed, "But you need to clear your head, Gray. You're no good in a fight if you're like this."

"Why don't we just take out this stupid demon right now?" Natsu asked, approaching the frozen Deliora, "A little fire'll do the trick."

Something in Gray suddenly snapped as he punched Natsu in the jaw, sending him tumbling to the ground. Happy gaped at the ice wizard while Lucy put her hands to her mouth in shock.

"Whoa," Ben said, "that might have been a little overboard, dude."

"What's the big idea, Gray!?" Natsu demanded, getting up.

The Dragon Slayer paused when he saw the dead serious look Gray was shooting him.

"I don't want you or your flames anywhere _near _it!" He shouted, and then lowered his voice dangerously. "If the ice melts and Deliora gets free, nothing will be able to stop it."

Ben had doubts about that; after all, he'd beaten things way worse than demons.

"Oh, come on," Natsu said, his tone serious, "You really think a chunk of ice _that _big would be easy to melt?"

Gray tried to retort, but fell silent.

"Gray," Ben said, "can you tell us how your master stopped this thing?"

The ice wizard nodded. "My master used a spell called Iced Shell to trap Deliora. It made a type of ice that can never be melted. It's so strong that even the most powerful fire spells have no effect on it. But if these people knew that the ice couldn't be melted, why would they bring it here?"

"Maybe it had something to do with that Moon Drip thing that they were talking about?" Lucy offered.

"You might be right," Gray said, "so if they're going to wait for the moon to come out, then we'll do the same."

"Cool," Ben said, "I haven't done a stakeout in a while."

"Argh," Natsu moaned, "It's the middle of the afternoon, I'll die of boredom!"

Five minutes later, the Dragon Slayer was sound asleep on the rocky floor.

"Well, that was fast," Lucy commented, used to her friend's ridiculous behavior by now.

"Aye," Happy agreed.

Moments later, Lucy was sitting on a rock a meter from the snoozing Dragon Slayer with her head resting on her left palm. "Must be nice," Lucy remarked, looking at Natsu, "he doesn't have to worry about anything but eating, fighting, and sleeping."

"Aye," Happy replied, "that's Natsu for yah."

"I gotta admit," conceded Lucy, "I'm a little bit jealous."

Lucy turned her attention to Gray, who was sitting on a rock in front of the frozen Deliora. He was staring at the ground with a brooding expression. In fact, the onyx-haired teen was recalling a memory of training with his Master Ur when he was a boy.

"Ugh…" Lucy moaned, "I know I agreed to wait, but this is _so_ boring."

"Aye," Happy replied.

Ben, who was propped up against a flat ledge of rock, glanced over at the blond girl and blue cat incredulously. Were they for real? "Breaking the rules and going on an S-Class quest isn't exciting enough for you?" he remarked dryly.

"Oh, I know!" Lucy said excitedly, ignoring Ben's comment.

She pulled out a silver key from her key pouch and thrusted it forward. **"Open, Gate of the Harp Constellation: Lyra!"**

In a puff of pink smoke, a young girl, with orange waist-length hair that curled at the end, appeared. She wore a long blue dress with yellow hearts printed by her waist, leather shoes, and had a pink bonnet on top of her head. She had round blush marks on her cheeks, and small white wings and a large harp on her back.

"Oh wow!" Lyra smiled brightly, waving her right hand in front of her. "I haven't seen you in forever, Lucy!"

"Hey, Lyra," Lucy greeted, smiling.

Ben blinked in confusion at the Celestial Spirit. _'Things just keep getting weirder and weirder…' _he mused, putting his hands behind his head.

"Say," Lyra looked at the blond wizard in slight annoyance, "why don't you call me anymore? It's not fair." Her demeanor quickly brightened as she continued, "I'd love to help you out, but you ignore me, meanie."

"Meanie, huh," Lucy gave the spirit a pointed look, "you're the one who told me you were only available three days a month."

Lyra gaped and looked at Lucy in slight shock. "Are you sure about that…?"

Happy sweat dropped. "Great…another weirdo,"

Ben sighed, and murmured, "Tell me about it. As if being in a world of magic wasn't crazy enough."

"So, what would you like to hear me sing?" Lyra asked animatedly, "any requests?"

"Nope. Whatever you want," Lucy replied.

"You know any songs about fish?" Happy asked eagerly.

Ben inwardly chuckled. _'Of course Happy would ask that.' _

"Okay!" Lyra beamed, giving a thumbs-up. "I've got a song I think you're going to love, Lucy!"

"Lyra has the most beautiful singing voice." the Celestial wizard said.

"Well, Mira's a singer too, yah know." Happy retorted. "And she sings songs about fish for me."

Lyra sat down and removed her harp from her back, setting it down it front of her. She ran her hands across the harp's strings, creating a calm, lovely sound.

Happy gasped in surprise from the beautiful melody before a peaceful smile crossed his face.

Ben's eyes widened slightly. For some reason, the sound of that melody made him relax. A smile crossed his face as he closed his eyes.

"_Words are born into air…" _Lyra sang, _"…and quickly fade out in the wind…but they find their way inside you…where they live forevermore…When the skies are dark and full of rain…look inside of your heart…"_

As Lyra continued her song, Gray clenched his teeth as his body trembled slightly. He had suddenly remembered the time when Ur was teaching him how to perform 'Ice-Make: Shield'. As a result, a stray tear fell down his face as he choked back his sobs.

When Lyra finished her melody, she, Lucy, and Happy overheard Gray's sniffling and looked at him in concern.

"Gray?" Lucy said worriedly. "What's wrong?"

"Nothing…" he choked, "I'm fine."

"You seem upset." Happy pointed out.

"Well, one of Lyra's talents is singing songs that relate to what her audience is feeling." Lucy said calmly.

"Did her song make you cry?" asked Happy.

"I…I wasn't crying." Gray denied; although, it didn't take a genius to know that he was lying.

"Maybe you should sing something a little more upbeat?" Lucy suggested to the harp spirit.

"You should've just said that in the first place." Lyra retorted.

A moment of silence passed before Gray replied, "I think we should skip the song. We need to stay quiet. We don't wanna be found out."

Meanwhile, Ben was currently lying against a flat rock, sound asleep. Lyra's singing had knocked him out cold. At first, her melody had sent him into a calm, peaceful slumber; however, it didn't take long for the nightmares to set in, and for his face to contort in discomfort.

For two years, Ben would experience these sudden nightmares. At first, he had lost plenty of sleep over it, but after a while he had learned to manage. However, that didn't mean coping with it was any easier. The pain was still there, just not as strong.

Ben's head rolled to the side in his sleep as he groaned lowly.

…

Back in the Fairy Tail guild hall, Makarov sat at his usual place at the bar, his mind filled with worry. He had four members of his guild, as well as a guest, who were missing and possibly in terrible danger. He'd hoped that Gray was on his way back with them in tow, but it was looking more and more likely that he was either still looking for them, or had joined them.

"Master!" Mirajane walked up to him, a letter in her hands. "A message has arrived from the Magic Council archives. You wanted me to let you know when it got here."

"They already have an answer?" Makarov said, slightly amazed.

He'd sent a message to some old friends, asking them to find any magic that could send someone to another universe. Truthfully, if the magic did exist, it was probably hidden so well that it would take weeks, even months, to find. He hadn't expected a reply in less than three days.

He opened the letter and quickly read through it, his expression turning graver with every word. Mirajane noticed this and had an uneasy feeling.

"Is something wrong, Master? Did your friends find a way for Ben to go home?"

"They did," Makarov said, "but I don't know if Ben will like it."

…

**A/N: Well, I hope you all enjoyed the changes I made in this chapter. **

**Goop has made his grand debut! Lucy, however, was not happy about it after having him splattered on her. LOL **

**But, in all seriousness, I felt like Ben falling into a hole that deep as a human would seriously hurt him. After all, he's not as strong or durable as Earthland wizards are in his human form. Heck, they've taken beatings in the show that would kill normal people in Ben's universe!**

**Anyways, please stay tuned for Chapter 5-6 Revised. They're won't be many big changes, but I would highly recommend reading them. **

**Well, please leave any critique or comment in the review box if you would like. No pressure! **


	5. Galuna Island Pt 3

…

**Ultimate Fairy**

**Chapter 5: Galuna Island **

**Part III**

…

Ben groaned as he slowly opened his eyes. As he started to wake up, he let out a deep sigh. He had gone through the nightmares for the first time in several weeks. Ben was bewildered by this. Why had they suddenly popped up again?

'_Maybe Lyra's song had something to do with it?' _Ben thought, then letting out another sigh. _'Well…I've been through this before. I'll get through it again.' _

Suddenly, any tiredness he had or concern for his nightmares quickly dissipated as the cavern began to shake.

"What's going on!?" the teen hero asked, bolting up from the flat rock he had been lying on.

"Is it night yet?" Natsu said, jumping up as well; however, he seemed more concerned with actually doing something than the possibility of being buried alive.

Instead of falling rocks, a violent magic circle appeared on the cavern's ceiling and a purple light flowed downward, covering the frozen form of Deliora.

"It's a beam of light!" Lucy shouted, wide-eyed.

"Shining down from the ceiling," Natsu concluded, equally shocked.

Ben narrowed his eyes at the purple light, and realized, "It looks like the cursed moonlight!"

"What's going on?" Happy fretted. "I'm getting scared here, guys."

"It's shining on Deliora!" Gray exclaimed.

"I don't think that's a coincidence," Natsu stated.

"Let's go!" Gray ordered, waving them towards the exit, "We need to find out where the light's coming from."

"Aye," Happy agreed.

The team ran to the temple and went up a flight of stairs, where they found another magic circle feeding more moonlight onto the floor, which was right above Deliora.

"Why would someone cast a magic circle inside this old temple?" Gray asked, confused.

"I don't know," Ben replied, "but let's check the roof. I'm sure we'll get some answers there."

The team headed up another flight of stairs, which exited on top of the temple. Once there, they found a circle of people, their features concealed by robes and masks. The robed people didn't notice the group as they were focused on chanting some strange words to bring the purple moonlight into a column, which was then being sent via magic circles to bathe the frozen demon below the temple.

The only thing that the wizards and hero couldn't figure out was _what_ they were doing, and _why_ they were doing it.

"The moon…" Gray said.

"It looks like those robed freaks are chanting some weird spell to collect the moonlight." Natsu deduced.

"And shine it on Deliora," Lucy concluded.

"Looks like it," said Ben, "question is, why?"

"It's an ancient spell, used to collect Moon Drip," Lyra explained. For some reason, she had not returned to the Spirit World.

"What are you still doing here?" Lucy whispered crossly.

"I see," Lyra said, ignoring Lucy, "so that's what they're trying to do."

"And that would be…" Ben gestured for the spirit to continue.

"They're using the Moon Drip to melt the ice surrounding that demon underground, so they can resurrect it." Lyra answered.

"Okay," Ben said as calmly as he could, "This is very bad then."

"What?" Natsu gaped.

"They can't!" Gray countered, baring his teeth, "The ice in an Iced Shell _can't_ be melted!"

"I hate to say it, but that's not entirely true." Lyre explained. "While the Iced Shell is strong, it _can_ be melted by the Moon Drip; focused moon-energy can break any spell."

"Oh no," Happy said frightfully.

"Those idiots!" Gray growled. "They've never witnessed the power of Deliora!"

"It's possible that what happened to the islanders is actually just a byproduct of this spell." Lyra continued. "They might not have been targeted intentionally."

"Accident or not," Ben said, reaching for the Omnitrix, "people have died because of this spell. This has to end!"

"Yeah!" Natsu said, starting to rise, "Let's make 'em pay!"

"Wait," Lucy whispered, dragging both boys back down. "Someone's coming this way."

Sure enough, another man was approaching the circle of chanters. His features and age were obscured by the demonic-looking helmet he wore. He had a blue outfit with a white cloak over it, and armored leggings. Walking behind were Yuka, Toby and Sherry, though they kept a respectful distance.

"If I had any money," Ben said, "I'd bet it all that this guy is the 'Cold Emperor' we heard about."

"Sucker's bet," Happy whispered, "no takers here."

"What a waste," Yuka said, "I lost so much sleep, and all for nothing. We searched all day for the intruders, but never found a trace of them."

"Maybe there wasn't any!" Toby yelled.

"I'm afraid I have some sad news, Cold Emperor," Sherry said to the masked man, "We thought we had intruders earlier today, but couldn't find them. We cannot speak of love in this kind of situation."

"Ha!" Ben whispered, "I _so_ called it!"

"Shh!" Lucy shushed him.

"Intruders?" the Cold Emperor said in a flat voice.

Ben and Natsu both noticed Gray stiffen when he heard the voice.

"Has Deliora been awakened?" The Cold Emperor questioned.

"It should be either tonight or tomorrow," Sherry answered.

"Which one, girl?!" Toby asked impatiently.

For a moment, the Cold Emperor was silent.

"The time has almost come," he finally said. "If you see those intruders again, kill them. I don't want anyone getting in my way."

"It must have been the villagers." Sherry summarized. "They're the only other people on this island."

"Then destroy the village!" the Cold Emperor commanded.

"Yes, sir!" all three said as one, bowing before their master.

Ben felt as if ice had been poured into his veins. These people were going to wipe out an entire village of innocent people on the _possibility_ that they saw a frozen monster!?

"What?" Natsu snapped angrily.

"B-but…" Lucy looked very worried, "but the villagers have nothing to do with this!"

"Yeah, we have to stop them." The pink-haired wizard asserted.

The Cold Emperor smirked. "It's a shame there has to be bloodshed."

Gray continued to stare at the demonic-masked villain in shock. "That voice…" he murmured, "no…it can't be…"

"I've had enough of this sneaking around business!" everyone turned to see Natsu standing on top of the boulder he'd been hiding behind. Natsu's cheeks swelled up far larger than any normal humans before he looked up and exhaled a powerful torrent of fire into the air. "IT'S NOT THE VILLAGERS! WE'RE THE INTRUDERS YOU'RE AFTER!"

'_Well, the Big Bad is here,' _Ben thought, as he stood next to the Dragon Slayer, '_this looks like a good chance to finish everything quickly.'_

"Sorry about crashing the party," Ben said, activating the Omnitrix, "but my loud friend here is right. The villagers didn't do anything to you. We're the ones you want."

"Geez…" Lucy groaned, standing up, "guess there's no turning back now, huh?"

"Aye," Happy agreed.

"Ooh, I want to help out too." Lyra requested nicely, standing behind Lucy. "Want me to sing?"

"No," a vein throbbed on Lucy's head, "I want you to go back." She deadpanned.

"Ahh…you're no fun…" Lyra said, holding her cheeks. In a puff of pink smoke, she vanished and returned to the Spirit World.

As the villains eyed their now-revealed enemies, Sherry spotted Natsu's guild mark.

"I know that mark," she said to her comrades, "they're from Fairy Tail!"

"They are," Ben said, gesturing to the others, "I'm not."

"Then who are you?" Toby demanded.

Ben grinned. "Just your average, run-of-the-mill superhero."

"Interesting, those villagers must've gone to the magical guilds for help." Yuka commented, "Although I can't believe anyone would have the arrogance to call themselves a _super_-hero."

"This coming from a guy whose boss calls himself 'The Cold Emperor'?" Ben shot back.

"Don't worry about them." The Cold Emperor replied calmly. "Go eradicate the village."

"What!?" Lucy gasped.

"But why?" Natsu asked, equally surprised.

"Anyone who stands in my way either deliberately or not is my enemy." The masked villain stated, clenching his right fist for emphasis.

"Say WHAT?!" Natsu shouted, appalled.

"Okay, that's it." Ben quickly activated the Omnitrix. "It's Hero time!"

After he selected an icon and the plate slid back, he slammed down the dial and disappeared in a flash of green light. In Ben's place stood what looked like an old-fashioned stove with arms and legs. The metal was iron-colored and a dull shade of green. An orange glow illuminated from the grille on the front of its head. The Omnitrix dial was positioned on the dull shaded green lock on its chest.

"**NRG!"** he called out in a Russian accent, then charged forward, "Come on, guys, let's take 'em down!"

Natsu ran alongside the alien while Gray jumped into the air.

"Stop this crazy ceremony right now!" Gray cried. As he landed, he slammed his hands into the ground and created a shockwave of ice that forced the Emperor's lackeys to jump out of the way.

The Emperor, however, summoned an icy-blue magical circle in his right hand. When he landed, he slammed his right palm against the stone ground, creating a wave of his own that was equally as powerful as Gray's. The two ice-walls met head-on and canceled each other out before shattering into tiny fragments.

"He's an ice wizard too?!" Happy shouted, shocked.

Gray stepped back as glared daggers at the masked villains. "Lyon," he growled dangerously.

Natsu and Lucy both gasped while NRG, who had stopped to watch the display, was befuddled.

"Lyon?" Lucy repeated.

"Uh…who's Lyon?" NRG asked, bemused.

"Lyon," Gray continued; his voice hoarse with frustration and anger, "how could you? Do you have any idea what you're doing?!"

"Oh, Gray," the Cold Emperor, now identified as Lyon, said nonchalantly. "It's been quite a while, hasn't it?"

Lucy and Happy both gasped, surprised that Gray and Lyon actually knew each other.

"Why would you revive Deliora!?" Gray demanded.

"To think that _you_ were one of the wizards called to this island to help those poor villagers." Lyon said, ignoring Gray's question. "Did you come knowing that you would find me? Or is this just mere coincidence? Not that it makes any difference to me."

"An acquaintance of yours, Cold Emperor?" Yuka asked.

"Do as you were ordered," Lyon replied, though NRG noted that he didn't answer the question either. "I'll handle the intruders on my own."

"Yes, sir!" all three shouted, before dashing off in different directions.

"Hey, come back here!" Natsu yelled, running around Lyon.

"No! Natsu, don't get near him!" Gray had a panicked look in his eye again.

Lyon didn't even glance at Natsu. He merely held out his hand, and a sphere of spiked ice engulfed the Dragon Slayer's torso, upper arms and thighs.

"Natsu!" Lucy cried out.

"Happy, get Lucy out of here!" Gray yelled.

"Aye!" the blue cat sprouted his wings and grabbed Lucy by the back of her shirt, lifting her into the air, despite her protests.

Gray held out his arms and fired a wave of ice at Lyon. The masked wizard simply held out his right arm and created a domed shield, which blocked Gray's attack.

NRG glanced back and called out, "Happy! Take Lucy and warn the village! Natsu, Gray, and I will try to stop them, but should be ready just in case!"

"Aye!" Happy shouted, and then flew off toward the village.

"Be careful!" Lucy yelled, before they disappeared in the distance.

"Okay," NRG turned his attention back to Lyon, "my turn!" He charged the masked wizard, who merely held out his hand and froze the Omnitrix bearer in a similar manner he did Natsu.

"No matter what kind of strange creature you are," Lyon said; his tone emotionless, "nothing can get out of my ice."

If anyone could see NRG's face through his helmet, they would see he had a smug grin. "Are you so sure?"

To both ice wizards' shock, NRG's armored suit began to glow orange as if the metal was melting; however, instead of the armor melting, the ice melted instead! Before Lyon could react, NRG walked over to Natsu and placed his glowing hand against the ice that was trapping him.

Ben knew Natsu could handle heat, being a Fire Dragon Slayer and all, but he wasn't sure how he would respond to radiation. So, he made sure to only melt the ice to where it was an inch thick, allowing Natsu to break out using his own strength.

"Hmm…" Lyon hummed, intrigued by how NRG could easily melt his ice, "interesting."

"There's more where that came from." NRG stated, charging up his hands with extreme heat.

"You distracted me long enough for the girl and the cat to escape. Chivalrous, but ultimately pointless," Lyon remarked. "There's no way those two could stop my minions."

"Seriously, you call them minions?" NRG shook his head. "Man, you've got the supervillain-style down, pat."

"Don't underestimate the power of Fairy Tail!" Natsu shouted, "Come on, we'll take you on!"

"Not us, Natsu," Gray retorted, not looking away from Lyon, "just me! You and Ben go after the other three."

"Oh, come on!" Natsu growled, but NRG grabbed his shoulder with his now-cooled hands.

"Natsu, we can't let innocent people get hurt because of us," the armored alien said, "and no, I'm not going without you because you'll just get frozen again." He then turned to Gray. "Can you take him?"

Gray nodded. "At the very least, I can fight him to a draw."

"Fair enough," NRG replied, "but make it fast. We might need all the help we can get."

As NRG and Natsu ran off into the forest, the Dragon Slayer stopped for a moment.

Without looking back, Natsu said, his tone serious, "Just don't die" He then left to catch up with Ben.

Gray remembered saying the same thing to Natsu during the Lullaby incident a week prior. He had thought that the Dragon Slayer hadn't heard him, but it was possible that he was wrong. He shouldn't be too surprised though since Dragon Slayers do have keen senses.

Lyon chuckled humorlessly. "You think you can fight me to a draw 'at the very least'? That's not just reckless; it's also arrogant, Gray."

"I don't understand why you're trying to pull this superior act with me, Lyon. You're not!" Gray exclaimed angrily. "We're not Ur's students anymore!"

"I'm well aware that we're not Ur's students," Lyon replied, removing his mask to reveal the face of a young man with spiky white hair. "After all, our beloved teacher is no longer among the living."

"Her final act was sealing that monster away. Are you really so callous that you would destroy our master's legacy?" accused Gray.

"Don't delude yourself," Lyon countered, "we both know that _you're _the one that killed Ur."

Gray's eyes went wide and his mouth twisted into a snarl.

"But you don't seem to have any guilt over that," Lyon continued, "how cruel."

…

Off the coast of Galuna Island, another danger was floating towards the shore. A massive ship, bearing the flag of pirates, was closing fast. However, the pirates weren't the ones who were dangerous; in fact, most of them were strewn about the deck, unconscious, severely beaten by the person who had hijacked their ship.

The captain of the ship, the only pirate still on his feet, and only because he was being forced to steer, glanced at the hijacker out of the corner of the one eye not covered in an eye patch.

"Why do you want to go to Galuna Island?" he asked nervously, "I mean, it's scary!"

"Just shut up and steer," the hijacker said in a commanding voice, as several of the pirates began to wake up.

"If you drop us off somewhere, you can have the boat!" the captain pleaded, "Please, I'm begging yah! I've heard that the island is cursed, and that anyone who sets foot on its soil gets turned into a demon!"

"I will take that chance," the hijacker responded.

"B-but why do you have to go there!?" the captain asked, panic in his voice.

The hijacker stepped out of the shadows, revealing herself to be a beautiful young woman with long scarlet hair and outfitted in armor; the mark of Fairy Tail was printed on the left side of her breastplate, while a yellow, asymmetrical cross was placed over that.

"When rules are broken," said Erza Scarlet, known as Titania, Queen of the Fairies, "the guilty must be punished. That is all I can tell you."

Despite being thoroughly crushed by her, the pirate crew found themselves warming up to the wizard; it didn't hurt that she was beautiful and they, being pirates, saw that as a bonus.

"We'll help you catch those guys," declared one pirate, despite not knowing who it was that they were chasing. Even the captain was inspired by Erza's courage in the face of the terror that was Galuna Island.

"All right, ya scallywags," he shouted, "get yer anchors outta yer pants and raise all sails; we're headed ta Galuna Island!"

As the pirates got to work, Erza reflected on why she'd needed to go to cursed island…

…

_It wasn't unusual for the wizards of Fairy Tail to be anxious about something, though it was usually Natsu or Gray who were responsible, but as Erza entered the guild hall, she noticed neither wizard was present._

"_Mirajane," she said evenly, "what has happened?"_

"_Oh, Erza, it's terrible!" Mirajane said from her usual place from behind the bar. "Natsu took on one of the S-Class quests!"_

"_By himself!?" Erza asked, but kept her face neutral._

"_No, he took Lucy and Happy with him," Mira replied, "and Ben as well." _

_That was even more surprising to Erza. Lucy didn't seem the type to break the rules like that, and from what she'd heard, Ben wasn't technically a wizard, even if he could turn into creatures with incredible powers. Why had they done it?_

"_And there's more," Mirajane continued, "the Master sent Gray after them yesterday, but he should have been back by now. He might be hurt!"_

"_Or, knowing Gray, he went along with them," Erza said to herself, but Mirajane still heard it._

"_Oh no! Please, Erza, you have to bring them back, especially Ben; he's never even been on a normal wizard job, let alone an S-Class one!"_

"_Erza, I'm glad you've arrived." Makarov said as he descended from the second floor of the guild hall. "I need you to fetch Natsu, Happy, Lucy, Gray and Ben from Galuna Island as soon as you can. They're out of their league."_

"_Understood, Master," Erza complied. "I'll head to Hargeon immediately."_

_Erza turned on her heel and walked out of the building, but not before hearing Makarov's comment to Mirajane._

"_Though, if this information is correct, Ben might not see the point of coming back…"_

…

While Erza had no idea what the Master meant by that, and while she didn't know what to do with Ben, since he wasn't a member of Fairy Tail, she did know that the other members of her team had broken important rules of the guild. If they were in danger, she would rescue them and allow them to recover before they were punished; if they were fine, then their punishment would come all the sooner.

From the Master's tone, however, whatever information awaited Ben would probably be punishment enough…

…

Back at the temple, the group of chanters had been watching the faceoff between Gray and Lyon; the latter remained calm and collected while the former was starting to tremble in anger.

"Enough of the games, Gray," Lyon said, "We both know that you're the one who murdered Ur, so just admit it."

When Gray didn't answer, Lyon's face finally showed emotion, his eyes going wide with near-mania.

"I'm surprised you have the gall to even speak her name!" Lyon held out his hand, and a spiked mace made of ice slammed into Gray, sending him flying back.

Gray struggled to his feet. "Lyon…"

"What's wrong?" Lyon asked mockingly. "Don't tell me the guilt is finally getting to you. I'm warning you, don't try to interfere; whether you like it or not, I _am _resurrecting Deliora."

"I won't let you!" Gray snarled.

Lyon stared at the onyx-haired teen for a tense moment before he tossed his demonic helmet to the ground.

"It's just like old times," Lyon smirked as ice gathered around his hand, "but I've grown much stronger since then." A icy-blue magical circle appeared in front of his hand. **"Ice Make: Eagle!"**

A flock of icy eagles soared out of the magical circle and headed straight for Gray, who put his fist on top of his palm and slammed his joined hands into the ground.

"**Ice Make: Shield!"**

However, instead of crashing against the fan-shaped shield, the eagles flew over and around it, slamming painfully into Gray.

"While _your _specialty is making inanimate objects, Static Ice Make Magic," Lyon said, "_mine_ is creating living creatures, Active Ice Make Magic. Did you forget that my ice has the ability to move?"

Instead of answering, Gray jumped in the air and gathered his magic once again. **"Ice Make: Hammer!"**

A giant sledgehammer flew down at Lyon, who only pointed up with two fingers. **"Ice Make: Ape!"**

A large gorilla made of ice appeared and blocked the hammer, both ice structures shattering on impact.

"How pathetic," Lyon taunted. "You still use two hands when casting your Ice-Make spells."

"Yeah, because that's what Ur taught us," Gray disputed. "Single-handed spellcasting is incomplete and unbalanced!"

"Well, I'm the exception to that rule." Lyon boasted. "I surpassed Ur's skill a long time ago."

That statement really got under Gray's skin. "Shut your mouth!" he snarled dangerously.

"Regardless," Lyon continued, "ever since we were children, you've never been able to land a single hit on me."

Gray brought his hands together again. "I'm a lot stronger now than I used to be!" He slammed his hands against the ground again. **"Ice Make: Geyser!"**

A spiked column of ice erupted from the ground, engulfing Lyon, who didn't even flinch. At first, Gray thought that he had won, but then the ice cracked and shattered, revealing an unscathed Lyon.

"Nothing has changed," Lyon bragged, "I was always the superior student, and I'm _still _stronger than you. I was able to master single-handed Ice Make Magic, while you still rely on two hands. It's just like the old days; we may have chosen different paths, but we're frozen in time. Our rankings as wizards never changed."

Lyon raised his hand. **"Ice Make: Ice Dragon!"**

A giant ice dragon emerged from the ground that sent Gray flying into the air, and then slamming him back to earth rather painfully.

"That's why I'm restoring Deliora…to prove that I am more than Ur's star pupil." He didn't even glance at Gray's fallen form. "Even as a child, I only had one dream: to surpass Ur's abilities as a wizard. But you ruined it for me, Gray. After she died, I thought my lifelong dream of surpassing her had been dashed. But then I realized that there was still a way; if I can defeat Deliora, a demon so strong that not even Ur could vanquish it, then I will have exceeded her in power. My dream will finally become a reality!"

Clutching at his side, Gray stumbled to his feet. "Listen to me; that thing destroyed everything we ever cared about, and you want to bring it back just to prove how strong you are?! That's insane!"

Lyon's eye twitched.

"Please," Gray begged hoarsely, "you can't do this!"

Finally, Lyon's composure snapped as he sent dozens of smaller Ice Dragons at Gray from all angles, further injuring him.

"_Please, you can't do this?_" he echoed. "Really, is that the best you can do?" As Gray fell once again, Lyon continued, "Funny, that's the same thing _we_ said to _you_ that faithful day." He glared harder at his foe. "Surely you remember? It's because you challenged Deliora that Ur lost her life! I can't even stand you speaking her name in my presence; begone!"

With one final Ice Dragon, Lyon sent Gray careening up into the air. The battered Fairy Tail wizard let out an anguished cry as he fell to the ground. With a swish of his cloak, Lyon turned and walked away, not even bothering to look at his unconscious formal rival.

…

Natsu stopped running through the jungle, a strange chill going up his spine. He looked back at the temple, while NRG came to a halt when he noticed that Natsu wasn't moving.

"Natsu?" he asked, "Is something wrong?"

"I don't know." Natsu answered. "I just have this bad feeling about Gray. I think… I need to go back for him."

NRG looked at him for a moment, and then gave his best impression of a nod since his armored body didn't have a neck. "Go after him."

"Are you sure?" Natsu asked uncertain.

"Over the years, I've learned to trust my instincts," NRG replied, "and if yours are saying to go back, then you should go back. I'll take on those other guys, just go help Gray."

Natsu grinned and gave NRG a thumbs-up. "Thanks, man."

"Don't thank me," NRG said, pointing at the temple, "just run!"

Natsu dashed off back to the temple. NRG watched him for a moment before slapping the Omnitrix dial. In a flash of green, he had transformed into a blue and black velociraptor-like creature with spheres for feet and a mask-like visor over his face.

"**XLR8!"** Ben shouted in a raspy voice. "Okay, this is much better. I'll catch up to those guys in no time!"

In a blue blur, he rushed off, determined to stop Lyon's minions before it was too late.

…

At top of the temple, Gray was in so much pain that he could barely even blink. In his pain-ridden state, he saw the shadow of his teacher.

"_Get up, Gray," _she said, before the image resolved into Natsu, "I said, get up!"

"N-Natsu…" Gray whispered.

"Man, you got the snot kicked out of you, huh?" Natsu shook his head. "And you said you could fight him to a draw…"

"W-what are you… doing here?"

"I had a bad feeling, so I came back for yah." Natsu answered, and then started to haul Gray to his feet. "Come on; let's get you back to the village."

Gray shook off his hand. "I can walk, Natsu. Where's Lyon?"

"Dunno," Natsu told him, "After I found you, him and those chanting freaks had vanished."

Gray took a step forward, but it was all he managed before he began to fall again. He was stopped when Natsu caught him by the back of his shirt. Without speaking, Natsu hefted the ice wizard over his shoulder and began walking towards the village.

After a minute, Natsu spoke up. "Now, hang on. I'm sorry if this hurts, but I've gotta start running if we're gonna catch up to Ben and help him stop those guys."

Natsu took off at a brisk jog; it aggravated Gray's injuries, but he endured through the pain. During that time, Gray remembered back when Ur had warned him against challenging Deliora, and how he had tried to convince Natsu from going to Galuna Island; both situations were fairly similar.

"Hey," he said.

"Yeah?"

"I'm sorry," Gray said, "I'm sorry for not believing in you and the others. I should have known better." Tears slid down his face, showing how ashamed he was for his lack of faith in his friends. Natsu stopped and looked at him.

"Quit feeling sorry for yourself because you lost a fight!" Natsu shouted. "You're a member of Fairy Tail, and we don't give up when times are tough. So put it behind you and keep moving forward!"

It was then that Gray realized that he had broken one of the guild's cardinal rules; not that he had taken an S-Class quest, but that he had been caught up in the past, instead of heading towards the future. Even as Natsu began running again, causing pain to flare across his battered body, Gray swore to never break that rule again.

…

XLR8 rushed through the jungle at super-speeds, heading towards the village. But along the way, he never spotted Lyon's goons. He was beginning to worry that they had already arrived at the village, but when he reached the gate, he found Lucy, Happy, the transformed villagers and a maid with pink hair and shackles around her wrists.

"Hey, Lucy," XLR8 called out as he zoomed in, "Is everything all right?"

"Ben!?" Lucy asked, seeing the Omnitrix symbol on his chest; all of his transformations seemed to have that. Then she noticed where exactly XLR8 was headed.

"Ben, wait! Don't come any closer!" the blond wizard freaked out. "STOP!"

"Why?" XLR8 skidded to a halt, right on top of a pile of palm leaves, which gave way and caused the alien fall right into a large hole.

"Ow…" he grunted.

"Wow, that trap actually worked." one of the villagers commented.

"Yeah," another villager said with a dumbfounded expression as he turned to Lucy, "sorry we doubted you."

XLR8 climbed out of the hole, then turned back to normal; much to the villagers' shock since they hadn't seen Ben transform before.

"Why was there a hole?" Ben asked, quirking a brow. He then noticed a pink-haired maid and pointed to her. "And who is that?"

"Um, in order," Lucy said, embarrassed, "I was trying to make a trap for Lyon's guys, and this is Virgo, one of my Zodiac Spirits. She used her power to dig the hole."

"Hello, sir," Virgo said, bowing politely.

"Um, hi." Ben looked back at the hole, which was at least ten feet deep. "You did that? Remind me to introduce you to Armodrillo sometime."

Before Virgo could respond, Natsu's voice rang out.

"Hey guys!" he jogged into the village with Gray on his shoulders, "Hey, what's with the hole?"

"Oh man, is Gray all right?" Ben asked, concerned.

"He got beat up pretty bad," Natsu replied.

"Lucy made a hole to trap Lyon's lackeys." Happy explained, answering Natsu's second question.

"That's dumb," Natsu remarked, handing Gray off to some of the villagers, who began applying first aid.

"Aye," Happy agreed.

"H-hey!" one of the villagers began pointing at the sky, "Look over there!"

Everyone looked in the direction the man was pointing and, to their shock, saw the giant rat flying in the air, using its tail as a propeller and holding a giant bucket. Yuka, Toby and Sherry could be seen on the rat's back.

"How the heck does that even work!?" Ben yelled, his brain trying and failing to figure out how the rat was flying.

"What?!" Lucy raged. "Now my pit fall trap is totally pointless!"

Ben glanced at the busty blond and gave her an incredulous look.

"What's it got in the bucket?" Natsu asked, deciding to ignore Ben's question, since it was going to hurt his brain.

As if in answer, a fist-sized drop of green goo flew out of the bucket and headed right at Lucy, who stared at it.

"Jelly?" she wondered as it got closer to her.

"Look out!" Natsu shouted, tackling her out of the way. Instead of hitting her, the jelly hit a plant that had been at her feet. When it made contact, both the plant and a few inches of earth beneath it sizzled and dissolved into nothingness.

"Whoa!" Ben backed away from the steaming hole in the ground. "It's some kind of acid!"

"I knew it smelled deadly," Natsu growled, helping Lucy to her feet.

"T-that rat has a whole bucket of that stuff!" a villager cried, "It's gonna drop it on the village!"

Above them, the rat Angelica threw the bucket over the village, releasing a wave of jelly large enough to cover the village and everyone in it.

"How do we stop _that_!?" Lucy screamed.

"I need everyone to get to the center of the village!" Natsu yelled as he started to run, "Let's go, Happy!"

"Aye, sir!" Happy flew in behind the Dragon Slayer and picked him up, flying straight at the jelly.

Ben, realizing what Natsu had planned, activated the Omnitrix and after finding the alien icon he wanted, he slammed down the core when it popped out. When the flash of light from his transformation faded, he had changed into a giant turtle with large flippers for arms and legs; he had holes in the front of his shell with the Omnitrix dial in the center.

"**TERRASPIN!"** He cried in a sleepy-sounding voice.

Terraspin withdrew his head into his shell and jumped into the air; his legs joined together into a single flipper, and all three began to spin around like the blades of a helicopter. Terraspin flew off in pursuit of Natsu, hovering just below him.

"Natsu!" he yelled, "Do what you're gonna do. I'll back you up!"

"Got it!" Natsu responded, then gathered fire around his hands, then put them together to create a massive ball of fire. **"Fire Dragon Brilliant Flame!"**

With a mighty heave, Natsu hurled fireball right at the center of the jelly, causing an explosion that scattered the goo, leaving a safe area around the center of the village. Knowing that it might not be enough, Terraspin righted himself and focused his power, shooting a tunnel of wind and spinning in a circle.

As the wind blew the jelly further away, one of the villagers noticed that Chief Moka wasn't with them; instead, he was kneeling at his son's grave, his arms wrapped around the headstone, and there was a jelly blob headed straight for him.

"Chief, run!" the villager cried.

"No!" the old man yelled stubbornly, "I won't leave Bobo's grave!"

All the villagers cried out in fear and grief as the jelly covered their leader. As the mist created by the acid dispersed, however, a figure strode out, carrying the shaken chief.

"Do you wish to punish him for not obeying you, Princess?"

"Virgo!" Lucy cried with a smile, glad that she hadn't sent the spirit back to the Spirit World.

In the wake of the acid attack, a giant donut-shaped hole was created; nearly the entire village had been dissolved away in the ring. Thankfully, all of the villagers were safe in the unaffected area in the center.

When Terraspin, Natsu and Happy landed, they were crowded by villagers who wanted to express their thanks and gratitude for saving their lives, even if most of the village had been destroyed. Virgo was also thanked for saving their leader's life until she disappeared back into the Spirit World. The only one who didn't speak to them was Moka, who stared at where he'd been only moments before.

"Bobo's grave is still standing," he whispered, relieved that the resting place of his son was undisturbed.

That changed, however, when Yuka's foot kicked the headstone over, causing the wizards and the superhero to glare at the man.

"The Cold Emperor has commanded us to eradicate the village _and _its people." Sherry said coldly as she, Yuka and Toby approached, Angelica right behind them. "We were trying to show mercy by making your deaths quick and painless. But since that didn't work, we'll have to resort to bloodshed."

"Hey, lady," Terraspin said angrily, "newsflash for yah: death by acid is _not _painless!"

Lyon's lackeys ignored him.

"Three wizards, a few dozen villagers," Yuka commented arrogantly, "This shouldn't take more than, oh, fifteen minutes."

"Ready to rock, guys?" Terraspin asked, gearing himself up.

"Yeah!" Natsu said.

"These creeps are going down." Lucy stated; her tone serious.

"Aye!" Happy shouted.

Gray slowly opened his eyes as he was starting to come to. The village chief, Moka, tightened his grip on his staff as he glared daggers at the three wizards who dared to desecrate his son's grave.

"How dare they," he snarled venomously, "such disrespect! THEY KICKED OVER BOBO'S GRAVE!" Several villagers quickly grabbed the raging Moka before he could attack Yuka, Sherry, and Toby.

"Calm down, chief." One villager said.

"We have to get outta here!" Another warned.

"Yeah," a third added, "we don't wanna get caught in the middle of a magic battle."

"HURRY UP AND GET HIM TO SAFETY!" a villager commanded. They quickly responded as they dragged a resisting Moka away from the inevitable battle.

Meanwhile, Gray had actually found the strength to return to his feet, albeit shakily. "Lemme help you…" he murmured painfully.

Terraspin, Lucy, Natsu and Happy turned back to the ice wizard. The former eyed him with a straight face, knowing full well that Gray was in no condition to fight. Apparently, Ben wasn't the only one who had come to this conclusion.

"Not gonna happen." Natsu rebuked. "We don't need your help."

Gray panted as he said, "Natsu…don't do this to me-" Whatever the raven-haired wizard was going to say next was interrupted as Natsu punched him in the gut.

"Just lie down and get some rest." ordered Natsu.

Gray grabbed onto Natsu's scarf, but then went limp as he reentered unconsciousness; Natsu caught him to keep him from falling to the ground.

Terraspin nodded in agreement. He was thankful that Natsu knew when it was time to get serious.

"But why?" Lucy asked softly.

"Isn't it obvious?" Terraspin commented.

"Gray's getting some tough love." Happy explained. "Natsu knows he's in no condition to fight, so he had to stop him."

Lucy looked at the pink-haired wizard with a thoughtful expression. "That means…deep down they really do care." She whispered.

A villager came up and heaved Gray over his shoulder carefully and followed the rest of the villagers to safety. The remaining wizards and superhero then turned their attention back on Lyon's minions.

"Okay, I'll take dog-boy over there," said Terraspin, "Natsu, take eyebrows. Lucy, go after rat-girl."

The wizards and cat nodded, but their enemies were clearly offended.

"I'm not a dog!" Toby yelled.

"Eyebrows?" Yuka repeated, his hand going to his forehead.

"R-rat-girl!? Oh, you are _so_ dead!" Sherry screeched. She then regained her composure, and continued, "We won't stop until everyone in this village is dead. Right, Angelica?"

The rat hissed maliciously, and then spun her tail, taking off right after Sherry hopped onto her back.

"I'm not going to let you get away with this!" Lucy yelled, leaping at the rat and grabbing one of its claws. Then, she realized what she had just done. "Oh no! I got too excited and jumped on!"

"Oh, for crying out loud," Terraspin groaned, holding one flipper against his face.

"Yep, she's stupid," Happy commented.

"Or insane!" Natsu added.

Lucy, deciding to make the best of the situation, was doing what she could to stop Sherry and her rat; of course, the only thing she could do was punch ineffectually at the claw she held onto. When that didn't work, she tried tickling the rat's foot; to everyone's shock, not only was Angelica ticklish, but she was so much so that she lost control and crashed in the distance!

"Wow," Yuka commented, "she's going to be ticked."

"I don't have any ticks!" Toby yelled.

"I wasn't talking to you," Yuka replied, exasperated.

"I hope she's okay," Terraspin worried.

"I'll go check on her," Happy replied, sprouting his wings and flying off.

"Hey Ben," Natsu said, "After we finish with these guys, could you go after him?"

"Sure," Terraspin responded, "let's make this quick."

The turtle-alien spun his flippers once again and launched himself at Toby, both of them skidding across the ground, while Natsu hopped over Yuka's head and shot a breath of fire at him. Yuka only barely blocked it with a blue barrier.

"A wizard that breathes fire?" Yuka asked, "Don't tell me that you're the Salamander of Fairy Tail I've heard so much about?"

Natsu didn't reply, but he glanced out of the corner of his eye to see Terraspin rise, then slapped the Omnitrix dial. In a flash of green light, he was replaced by a tall alien with a turquoise colored crystal body with two spikes jutting out from its back and wore black pants and a green sleeveless shirt with a black stripe going down the center. The Omnitrix dial was in the center of a green and white belt around his its waist.

"**Diamondhead!"**

Toby hopped to his feet with a cocky smile. "I'm good!"

"You know," Yuka said, drawing Natsu's attention back to him, "we used to be in a famous guild ourselves, so neither of you should blow us off. In fact, the famous Iron Rock Jura is from the same guild; surely, you've heard of Lamia Scale?"

"Nope," Diamondhead answered nonchalantly, causing Toby's jaw to drop, "Never heard of Iron-whoever, either."

Natsu didn't even give a snarky reply, instead shooting another blast of fire at Yuka's face, which was blocked by another barrier.

"Hey, cut it out!" Yuka shouted, "Listen when I'm talking to you!"

"Why?" Natsu asked, "You think I care what guild you're from, or who the other members are? We came here to help these people and you're the ones who put them in danger in the first place! That makes you Fairy Tail's enemy, and that gives me more than enough reason to fight you."

"As for me," Diamondhead stated, "I might not be in a guild, but I know the difference between right and wrong, and I know that you guys are definitely not in the right!"

"Toby," Yuka said calmly, "take out the Take-Over wizard. I'll handle the Salamander."

Toby growled and leaped at Diamondhead, who caught his fist with one hand.

"Bad doggy," Diamondhead taunted with a smirk, "no biscuit!"

"I'm not a d—ooph!" Toby was interrupted by Diamondhead's fist going into his jaw, knocking him back.

"By the way," Diamondhead added, "I'm _not _a wizard!"

Toby hopped back to his feet and lunged at Diamondhead, grabbing him in a headlock with one arm and punching him in the side of the head with the other. However, since he was called Diamondhead for a reason, all Toby got was a bruised fist. The dog-like man jumped off and growled.

"You know," he said, "your friend over there is lucky. Yuka is tough, but _I'm _even stronger!" his fingernails then turned green and extended several inches. "These are my Mega-Jellyfish Paralyzing Claws! You'll never guess what they do!"

"Um, paralyze you?" Diamondhead asked sardonically.

Toby's jaw dropped in shock.

"How did you know that?" he gasped, "Hey…you got ESP or something?"

"No, you're just stupid." The Petrosapien retorted.

"No one talks to me like that!" Toby yelled, swiping at Diamondhead, who jumped back out of reflex. "With one swipe from my claws, you'll be frozen, just waiting to die!"

Toby tried slashing him again, but instead on dodging, Ben held up his crystal arm to block. Had his arm been made of flesh, Diamondhead would have been in trouble; as it was, Toby's nails shattered.

"OW!" Toby cradled his wounded hand, and then glared at the alien. "I'm gonna kill you for that!"

"Hey, wait a minute," the Petrosapien said, then held a hand to his forehead, "You got something on your face, right about here?"

"What is it?" Toby asked, pressing his fingers against his own head. Unfortunately for him, the hand he used was the one with undamaged claws; as a result, he had ended up paralyzing himself. As he fell to the ground, Diamondhead burst out laughing.

"Oh, man! I can't believe he fell for that," He grinned widely, "funniest fight ever!"

Once he recovered from his bout of hilarity, he looked over at Natsu's fight, which was still ongoing. The Dragon Slayer kept shooting blast of fire, but each attack was blocked by the same blue barrier.

"It's useless," Yuka commented, then pointed two of his fingers like a gun, **"Wave!"**

A blue blast of energy shot forth, narrowly missing Natsu, who shot out more fire, which was easily stopped.

"The energy that I use disrupts all types of magic," Yuka explained smugly, "which means that none of your spells will work against me!"

"So that's why my fire couldn't break down his barrier." Natsu said, understanding.

"I specialize in Anti-Wizard Magic," Yuka continued, "something I was known quite well for in Lamia Scale. For you see, all wizards are helpless before me; even you!" he held out his hand again.

"**Wave!"**

Natsu dodged another blast, the charged forward, his fists wreathed in fire, but his punch was stopped yet again by Yuka's barrier; his flames instantly extinguished.

"Don't you have any other moves?" Diamondhead demanded, not sure if he should help or not.

"It doesn't matter what he can do, I'm not going to let him off the hook that easily!" Natsu declared.

With that, he punched his forearm clean through the barrier, inches away from Yuka's face.

'_Guess it only stops his arm when he's using magic,' _Diamondhead thought.

The Petrosapien was then startled when Natsu started to scream in pain; his arm, still inside the barrier, was rippling like it was an image distorted by water.

"You put your bare arm inside of a vortex of magical energy… not smart." Yuka commented impassively.

Instead of answering, Natsu smashed forward, shoving his head and part of his torso into the barrier.

"Your magic is no match for my brute strength!" he yelled, clearly in pain, but forcing past it.

Diamondhead wasn't sure if he should be impressed with the Dragon Slayer's tenacity, or worried that he was going to die.

"It doesn't matter," Yuka said, though his composure was clearly broken, "Your flames are useless inside the vortex!"

"But I can still use them _outside_," Natsu grinned roguishly "and that gives me a great idea!"

A jet of fire shot out of his elbow, acting as a booster to force his fist towards Yuka's face.

"**Fire Dragon Flame Elbow!"**

The force of the punch was enough to send a stunned Yuka flying. When he hit the ground, he didn't get up again. Natsu wiped his hands, and then noticed that Ben had won his fight.

"Nice job, Ben. How'd you beat dog-boy?"

Diamondhead shrugged. "Tricked him into paralyzing himself."

Natsu laughed. "Ha! That's hilarious; I wish I'd seen that!"

"You didn't do too bad yourself," Diamondhead replied, and then crossed his arms, "But seriously, did you just make up that flame elbow move? Because, honestly, I can't believe you already knew a move like that."

Natsu looked away. "Well, it worked, didn't it? Besides, those guys were a joke, anyway."

"Yeah, I guarantee either of us could have taken on both of them by ourselves." Diamondhead agreed.

Natsu then walked over to Bobo's headstone and placed it back up in its rightful place. "Here we go." Then he kneeled by it. "We're gonna find a way to change your people back to normal, Bobo. I know we will. And I promise you…we will avenge your death."

Diamondhead nodded in agreement. "Yeah…we will."

"Hey, Ben," Natsu stood up and turned back to him, "weren't we going to go after Happy and Lucy?"

Diamondhead smacked his forehead. "I'm such an idiot! I forgot!"

"Okay, you go after them." Natsu said. "I've got an idea about what to do with that frozen demon."

"Really?" Diamondhead asked, and then narrowed his eyes. "Your plan is more than just punching it, right?"

"Yes, I have an actual plan!" Natsu yelled indignantly. "Now go help Happy and Lucy!"

"All right, all right!" Diamondhead ran off in the direction he'd seen Angelica fall. "Just be careful, okay?"

"Yeah, I will!" Natsu watched the Petrosapien leave, and then looked around. "Now, which way was the temple, again?"

…

As Ben ran through the forest, he transformed back to human to conserve power on the Omnitrix. When the teen hero reached his destination, he found that the giant rat had gotten out of the crater it had created when it crashed; thankfully, it had left large tracks for him to follow. He eventually made his way to the beach, where he found Angelica unconscious, lying next to Sherry, who was also out cold.

"Wow," Ben said to himself, "did Lucy do all this?" He didn't know that the blond girl was so powerful; either that, or Sherry was just as weak as Toby and Yuka.

"Ben!" Happy's voice cried out, "Run for your life!"

Ben turned around, only to find a sword pointed at his throat; his eyes followed the blade to the armored arm that held it, and then to that arm's owner.

"Oh…hey, Erza" Ben smiled weakly.

The Fairy Queen only gave Ben a hard stare, causing him to laugh nervously.

"Um, I can explain?"

…

**A/N: One more chapter to edit! Yes, for some of you wondering, Diamondhead is wearing the outfit from Omniverse because I liked it. Another thing, NRG looks like he did from Ultimate Alien. Not that there were really any serious design changes to him in Omniverse, I just thought it was pointless putting that handle on his head. **


	6. Galuna Island Pt 4

…

**Ultimate Fairy**

**Chapter 6: Galuna Island **

**Part IV**

…

Ben Tennyson had been on the receiving end of glares from dozens, if not hundreds of people over the years, whether they were from Gwen because he did something stupid, or from one of his enemies because he did something to anger them. As a result, the glare he got from Erza Scarlet barely got more than mild concern from him.

'_Though,' _Ben thought to himself, '_the sword does raise that 'mild' to a 'moderate'.'_

"Ben Tennyson," Erza said, not moving her blade from Ben's throat, "I do not care what your explanation is."

"Aww," Ben mock-whined, still trying to make light of the situation, "but it's such a good story!"

Lucy and Happy, the former sitting on the beach, tied up by Erza, the latter being held by his tail in her free hand, looked at each other incredulously. The mighty Erza had her sword at his neck, but Ben was still acting so carefree! Erza, on the other hand, didn't appear fazed in the slightest; instead, she gestured slightly with her sword.

"Come with me; we are going to get the others and go back to the guild." She then lowered her sword and began walking towards the village. Happy was still in her other hand while Lucy followed, though she had some trouble standing, since her upper body was tied up.

"Hey, wait a second," Ben protested, "Gray's hurt, and Natsu is still-"

He didn't get to finish his sentence as Erza whipped her sword around again, the blade pushed against his throat, her left eye blazing with fury while her right was concealed by her long hair. To the surprise of the Fairy Tail members, Ben didn't flinch.

"We _can't _leave." Ben said slowly, never breaking eye contact. "Gray is hurt, and I don't think he can be moved. Natsu if off in the jungle doing who-knows-what, there's an evil wizard who wants to resurrect a super-demon, and the villagers here have been living under a curse for three whole years.

"I'll go with you to the village to check on Gray, but I'm not leaving this island until these people can go outside without being afraid of turning into monsters, or being killed by wizards."

Slowly, the wrath in Erza's expression faded to a more neutral demeanor, and she lowered the sword again.

"I will wait until Gray is well enough to move," Erza declared, "and then I will gather Natsu and we will all leave this place. You are not a member of Fairy Tail, and thus I cannot order you to leave. However, it is dark out; for your own safety, I suggest that we do not go after Natsu until daybreak."

Erza hated it when someone defied her, but she knew that she didn't really have any authority over Ben, so the best she could do was try to keep him in one place, at least until she could come up with another way to convince him to leave the island.

Ben didn't want to admit it, but Erza was right; Natsu had told him that he had a plan, but he didn't know what the Dragon Slayer was going to do, nor where he was going and Ben knew that he wouldn't be able to help anyone by fumbling around in the dark.

"Fine," he conceded, "I'll wait until then."

…

The next day, when Gray woke up, he noticed two things; first, that he was in a tent, but otherwise ignorant of his surroundings. Second, the pain in his body had lessened greatly. With some effort, he stood up, noticing that someone had bandaged his torso, shoulders and head.

Stepping out of the tent, Gray shielded his eyes against the afternoon sun. Around him was a mass of tents, similar to the village, but it was clearly located somewhere else.

"Oh, thank goodness," a voice from behind Gray said, causing him to turn and see one of the village girls, "I'm glad you're awake."

"What is this place?" Gray asked, being careful not to stare at the girl's cursed leg, which was blue and almost insect-like.

"It's a storage area, not too far from the village," the girl answered. "Everything was destroyed in the attack last night, so we decided to come here for shelter."

"The whole village was destroyed?" Gray asked, horrified. "That's horrible."

Then he remembered Lyon ordering his lackeys to raze the village and kill everyone in it.

'_I can't believe you actually tried to do it, Lyon.' _Gray thought, disgusted with his fellow student.

"You know," the girl continued, "it's a miracle that Natsu, Lucy and Ben were here; because of them, everyone in the village survived the attack."

"It's a relief that no one died." Gray said, grateful for his friends' actions. "Are the others still here?"

"Well, Lucy is, but after the fight, Natsu disappeared, and Ben went after him this morning. They wanted you to meet them over in that tent." The girl pointed to the tent in question.

After thanking the girl, Gray made his way over to the tent and walked inside. For a moment, he went cross-eyed, trying to take in several things at once. First, there was Lucy and Happy, tied up and looking thoroughly miserable, and then there was the girl whose wrath haunted his nightmares, Erza Scarlet. Though she sat calmly, her legs crossed and her hands folded over her lap, her eyes told of a very different, very violent mood.

"You made me wait," she said in a calm, yet dark, tone, "not smart."

The only thing that kept Gray from bolting was that he was still exhausted from his fight with Lyon.

"Erza!" Gray desperately wracked his brain for something to take the heat off of himself, "Um, why are Lucy and Happy tied up? And why _isn't _Ben?"

"Lucy informed me of the situation," Erza replied, not answering Gray's first question, "and Ben is not a member of the guild, thus I had no control over him. He went off to find Natsu."

If Gray wasn't worried that Erza might kill him, he might have noticed that Erza's expression darkened slightly when she mentioned Ben.

"As it is," Erza continued, "I thought that you had been sent to stop these fools, not join them; needless to say, I'm disappointed. However, now that you're up, we're going to search for Natsu and Ben, and then we will go back to the guild."

"But we can't leave the island just yet!" Gray objected, "If Lucy filled you in, then you know what these villagers are going through!"

Erza barely glanced at him. "And what would be your point? I came here solely for the purpose of taking you all back to the guild. I'm not interested in anything other than that."

"Seriously!?" Gray yelled. "Have you even seen the people on this island!?"

"I have," Erza said evenly.

"And you're just gonna turn your back on them!?" Gray demanded, shocked at what he was hearing.

"Their request is posted on the Request Boards of every guild hall. The villagers would be better served by wizards who are cleared for S-Class quests. You, on the other hand, are not qualified."

"How can you be so heartless?" Gray accused.

Erza whirled around, furious. "What did you say!?"

As cold as Erza acted, she was far from heartless; she did everything in her power to make sure that innocents were spared from pain and suffering. However, the safety of her guild, her family, would always take precedence over the safety of strangers. If she had to live with guilt over that later, she would, but the guilt would be tempered by the knowledge that those she cared for were safe.

A red magic circle appeared in front of her hand, and a sword emerged. She grabbed the hilt and pointed the blade at Gray.

"If you break the guild's rules, then you will face the consequences."

Gray flinched, but then steadied himself. To everyone's shock, he grabbed the blade and placed the tip over his chest, right above his blue guild mark.

"Do what you must," Gray declared, steel in his voice, "I can't walk away from what I know is right."

For what seemed like an eternity, neither Gray nor Erza broke eye contact. Finally, Erza lowered the sword, and Gray walked to the tent-flap.

"I'm seeing this through to the end… and you can't stop me." Gray proclaimed before he walked out.

After he was gone, Erza trembled in anger, before leveling a glare at the bound Happy and Lucy, causing them to panic. They thought that Erza would take her rage out on them.

"We're sorry!" Lucy shrieked. "We have no control over any of them!"

"Gray's not feeling too good," Happy added desperately, "because he lost a fight with his old friend!"

Faster than either of them could blink, Erza swung her sword, slicing through the ropes that held them.

"These events are intolerable," Erza said, "but we'll deal with the immediate problem first; we're going after them!"

"Hooray!" both Lucy and Happy cheered.

"This doesn't change anything," Erza growled, "You're still going to face punishment."

Their faces fell. "Yes, ma'am."

…

"Oh man, this sucks," Natsu groaned to himself as he finally made it to the temple. "I came up with a great plan, but then I got lost and fell asleep!"

"At least you got here at all!" Ben's voice called out from behind him, causing the Dragon Slayer to spin around. Ben was leaning against a tree, an amused smile on his face.

"Ben? How did you know I'd be here?"

"It was kind of obvious," Ben retorted. "You said that you had a plan to stop the demon from coming back, and Deliora is under the temple. You'd have to come here to do… whatever it is that you're planning. I'm just surprised that you got lost!"

Natsu scowled when Ben started to chuckle. "Hey, it's not my fault. I'm used to searching for stuff from the air with Happy!"

"It doesn't matter anyway." Ben said dismissively, "We're here, so let's wrap this up before Erza gets her hands on you."

"Erza's here!?" Natsu immediately panicked.

"Yeah, but she doesn't really have any control over me." Ben smirked. "So she couldn't stop me from helping you."

"Great!" Natsu grinned and held up his hand, "Let's go! I'm all fired up!"

Ben gave him a high-five. "Yeah! It's Hero Time!"

…

Lyon stared at his remaining subordinate, his arms crossed. "How pathetic," he commented, "you're the only one still standing, Toby?"

The dog-man in question shifted nervously, sweat growing on his brow.

Lyon sat down on a throne made of stone. "Those Fairy Tail wizards, and the Take-Over wizard who was with them… they're quite impressive, and clever too, if they were able to trick you into paralyzing yourself."

Toby flinched, putting one hand against the bandage on his forehead. "Hey, can we keep the whole 'shocking myself' thing a secret?"

A new voice intruded on the conversation. "This unfortunate turn of events could put the resurrection of Deliora in jeopardy."

Toby jumped at the sudden appearance of a small, hunched man who wore red clothes, a gray cloak and a red, horned mask that covered the upper half of his face. His mouth, the only visible part of his face, showed a wide grin.

Lyon hid his surprise well, not even batting an eye. "Zalty, you're as stealthy as ever."

The man known only as Zalty was an enigma to Lyon and his allies; though he had provided them with good information, he never cowered nor groveled before Lyon's power.

"If all goes as planned," Zalty said, "the demon should awaken at some point tonight, but we have to keep an eye on those wizards. If they were to interrupt the Moon Drip ceremony, then Deliora would forever remain entombed in ice. Salamander and Titania are very powerful, as is that Take-Over wizard, and there is a good chance that they could foil our plans."

"As always," Lyon replied calmly, "you seem remarkably well-informed. However, I can't say that I'm worried. Those fools may be strong, but they're no match for me."

"I was hoping you'd say that," Zalty said eagerly, "so it's very reassuring to hear. Still, allow me the honor of joining you in battle."

"Hold up…you're a wizard!?" Toby asked, shocked.

"Yes," Zalty answered, "it's been a while since I used it, but I've dabbled in a particular kind of Lost Magic."

Lyon considered it for a moment. Zalty hadn't done anything to betray his cause. "Sure, we could use another wizard."

Zalty opened his mouth to say something, but was interrupted when the temple suddenly began to shake!

"Is it an earthquake?" Toby asked worriedly.

"I don't think so," Lyon said. The shakes were coming in little bursts, not a long quake, and it seemed to be happening on only one side of the temple. Toby, however, hadn't figured it out yet.

"It's all coming down!"

Finally, with one last rumble, the temple suddenly tilted to one side, nearly causing Lyon, Toby and Zalty to lose their balance and fall. They thought that it was over, but then a blast of fire ripped its way up through the floor, nearly frying them.

"What is the meaning of this!?" Lyon demanded. Zalty looked into the hole in the floor and grinned.

"I should have known that Salamander would make the first move, though I would have thought he'd come alone; it seems he brought the Take-Over wizard with him."

Below them, several levels of the temple down stood Natsu. Beside him was an armadillo humanoid with a bulky, yellow-armored body that had grey bolts with black markings on its shoulders. It had jackhammer parts on its elbows, wrists and hands, and had a grey tail. Its head was similar to a Greek Corinthian helmet with two, long grey ears sticking out. The Omnitrix dial was positioned in the center of its chest.

"Told you **Armodrillo**'s power would work." The Talpaedan said smugly.

"Yeah, yeah, don't go rubbing it in," Natsu grumbled good-naturedly. "I'm just glad that I had help for this. Usually, I break stuff by accident. I'm not used to destroying stuff on purpose."

"What are you two doing here!?" Lyon demanded, enraged.

"We're knocking this place over," Natsu retorted.

"Yeah," Armodrillo continued, "That way, you won't be able to shine moonlight on the demon!"

Before they had begun demolishing the temple, Natsu had explained to Ben that magic, for the most part, followed the path set by the direction of a magic circle. If the circle from the Moon Drip was tilted, the light wouldn't be able to go straight down onto Deliora; if the temple was shifted far enough, it wouldn't even touch it.

Ben had to admit, it was pretty smart on Natsu's part. After transforming into Armodrillo, the two spent some time destroying the support columns on one side of the temple; Natsu using his enhanced strength and firepower, and Armodrillo using his tremor-powers, causing it to become unbalanced.

"How dare you!" Lyon raged, "Who do you think you are!?"

"I already told you," Armodrillo said cockily, "I'm a superhero!"

Natsu decided not to engage in any sort of banter; instead, fire shot out of the bottom of his feet, propelling him upwards like a rocket.

"Didn't know he could do that," Armodrillo remarked. He then slapped the Omnitrix dial, engulfing his body in an emerald flash.

When the green light died away, standing in Ben's place was a creature that resembled the cross between a Pterodactyl and a glider. It had a yellow beak-like mouth, reddish-orange skin, and yellow wings that were small and similar to a glider that were connected to a jetpack structure on its back. It wore black and green clothing on its shoulders and waist, and green braces around its wrist and ankles. The Omnitrix dial was positioned on its left shoulder.

"**Astrodactyl!" **he squawked loudly

He then activated his jetpack and flew after his friend.

"What kind of Take-Over is that!?" Lyon asked, shocked by Ben's transformation.

By then, Natsu had wrapped his own body in flames and collided with him head-first.

"**Fire Dragon Sword-Horn!" **the impact didn't even slow Natsu down; he and Lyon were nearly at the ceiling when the ice wizard's body began to crack like glass and then shattered.

"Dude!" Astrodactyl squawked, having caught up just in time to see the hit. "Did you just kill him!?"

"No, he didn't," Lyon's voice came from behind them. "He hit my Ice Fake."

Astrodactyl quickly slapped the Omnitrix dial again. When the emerald flash disappeared, in Astrodactyl's place was…

"**NRG!"**

Lyon grimaced, remembering what this form had done to his ice the last time; instead, he focused on Natsu, who was just starting to fall.

"Let's see you dodge in midair!" Lyon held out his hand. **"Ice Make: Eagle!"**

The flock of Ice Eagles darted towards the falling Dragon Slayer, but Natsu only angled his face upwards and shot a breath of fire, propelling him into NRG's arms and out of danger.

"Smart move," NRG complimented, putting Natsu down, "Using your breath as a thruster; very nice."

"Thanks," Natsu said, grinning; then his smile disappeared. "Look out!"

Another flock of Ice Eagles was headed right at them, but NRG only placed himself between Natsu and the approaching magic. The ice might have been strong, but it still shattered against NRG's armor. In return, NRG shot a blast of radiation from the grille on his helmet, causing all three enemy wizards to duck.

When NRG stopped his attack, Natsu hopped on top of his head in a hand-stand, and then began to spin his legs around, shooting jets of fire from both feet. Lyon managed to dodge again, but in doing so, _he _ended up in midair, allowing both Natsu and NRG to send their respective ranged attacks at the Cold Emperor.

Just before the attacks hit, Zalty held out a hand, and the floor beneath the two suddenly grew brittle and turned to dust, sending the two plummeting to the lower levels of the temple.

"Very fortunate, Cold Emperor," the masked man remarked, "luck is on your side."

Luck, however, wasn't on the side of Toby, who had been scorched by one of Natsu's attacks.

"Can we keep the whole 'Toby got charred' thing a secret too?" he whined pitifully.

"What did you do?" Lyon asked, suspicious of Zalty's unknown magic.

"Whatever do you mean?" Zalty asked innocently.

"Don't play dumb with me." Lyon snapped. "Your magic had to have caused that hole in the floor."

"Heh, don't you have ever the watchful eye?" Zalty commented, "Please allow me to explain my actions, sir. You're the only one strong enough to defeat Deliora, so it's imperative that you remain safe until his resurrection."

The air around Lyon became dense with a cold fog. "Are you suggesting that _I _could fall victim to such paltry magic?"

With a twitch of his finger, the floor, walls and ceiling of the room they were in became coated in a thick layer of ice. The only parts that didn't freeze over were the parts of the floor that the three stood on, and the hole that Natsu and NRG had fallen through.

"Leave me," Lyon commanded, just as NRG and Natsu climbed back up, "I can take care of this myself. Once I finally defeat the demon, everyone will worship my name, Cold Emperor Lyon. I've worked too hard to let these two brats tarnish this day."

"A bit full of himself, huh?" NRG asked his pyromaniac friend.

"Yeah," Natsu agreed, and then directed his attention back to Lyon. "Why do you want to fight Deliora? The thing looks half dead already! You're going to all of the trouble to melt that ice just so you can fight it!?"

"When you put it like that, it does sound stupid." NRG commented.

"I must rise above Ur's legacy," Lyon declared, even as he sent another wave of Ice Eagles at the two. "I will not rest until I have fulfilled my dream!"

"Why go this far?" Natsu asked, dodging the attack, while NRG simply endured it. "Can't you just challenge Ur and be done with it?"

"I would if I _could_!" Lyon snapped. "But Ur has been dead for years, and it's all Gray's fault! If he hadn't challenged Deliora to a fight, Ur wouldn't have had to sacrifice herself to seal the demon away!"

Natsu remembered Gray telling him that Ur had sacrificed everything fighting Deliora. "I didn't know that she'd died sealing it."

Distracted by the revelation, Natsu didn't notice the Ice Eagle until it was inches from his face; it was only stopped when NRG's fist knocked it off-course.

"Hey man," NRG directed his attention on the spiky, white-haired wizard, "I get that you're angry, but what you're doing is hurting innocent people. I never knew Ur, but if she was willing to sacrifice her life to stop Deliora, I'm pretty sure she'd want you to stop what you're doing."

"How dare you!" Lyon sent a wave of ice at NRG, who stopped it with a concentrated beam of radiation.

Despite being outnumbered, as well as facing an elemental disadvantage, Lyon was doing an admirable job of fending off his opponents, matching them move-for-move. Still, all three fighters knew that sooner or later, Lyon would either make a mistake or simply run out of energy, while Natsu and NRG seemed to have plenty of energy to spare.

"Do yourself, and us, a favor and just give up!" NRG demanded.

"I'd never give you that satisfaction," Lyon calmly replied.

"Oh, you're asking for it," Natsu said, his fist wrapped in flames.

Just as they were about to clash again, the wall next to them began to crack, until it shattered, revealing Gray!

"Good to see you on your feet, Gray," NRG said, surprised that the guy had managed to make his way from the village's storage area to all the way over here. "Where are Lucy and Erza?"

"They're fighting those robed goons. They shouldn't have too much trouble. Now, both of you back off," Gray said to NRG and Natsu, "it's time Lyon and I ended this once and for all."

"No way, man!" Natsu told him. "You already lost to him once!"

"And it won't happen again," Gray countered confidently. "I'm ready this time."

"You seem awfully cocky," Lyon said.

The raven-haired wizard was quiet for a moment. "You were right, Lyon." Gray admitted. "I _am _responsible for Ur's death."

Lyon's eyes narrowed.

"But you're no better," Gray continued, "You threatened my friends, brought harm to the villagers and now you're trying to destroy what Ur gave her life to create. It's time we faced our punishment together."

Gray widened his stance, stretching out his arms, and then crossing them at the wrists. While NRG and Natsu were confused, Lyon looked absolutely terrified.

"That stance… not the Iced Shell!"

Both NRG and Natsu were shocked; they knew that Ur had used the technique Iced Shell to seal Deliora away. It was also what killed her. Was Gray planning to make the same sacrifice?

"Are you insane?" Lyon demanded. "You wouldn't dare!"

"If you want to live," Gray said, "change the villagers back to their human forms, and then leave this island and never return!" An icy-blue magic circle appeared under Gray's feet. "If you'll agree to that, I'll stop; otherwise, this is the end."

Lyon's confident smirk returned. "Is that so? Well, I don't believe a word of it. You're bluffing!"

In response, a torrent of ice began to spread from the magic circle.

"No, I'm not," Gray responded, his tone deadly serious.

"You'll die!" Lyon tried to use his own magic to block the attack, but it was blown away by the sheer power of Gray's spell.

"Don't do it!" Natsu shouted. He would have been knocked back by Gray's magic as well, but NRG grabbed his arm, his own body too heavy to be thrown back.

"Come on, man," NRG yelled, "this isn't how you should stop him!"

"All these years, I've lied to myself," Gray voiced, "I didn't want to admit that Ur died because of me, but she did, and it's time I took responsibility. So I will, here and now. I'm not afraid to die, if that what it takes!"

"Stop this now!" Lyon was practically pleading.

"What's it going to be, Lyon?" Gray demanded, "Are we going to die, or are we going to live? It's up to you!"

"You wouldn't," Lyon said, a hint of a sneer on his face, "you're not brave enough to give your life! You're too much of a coward!"

"Just watch me," Gray whispered.

'_Natsu, Ben, all my friends in Fairy Tail, the rest is up to you,' _he thought, '_I don't want to leave, but my time is up.'_

"**Iced Sh…"**

Gray's spell was interrupted when NRG's fist came down on his head with a loud _clang_. Gray fell to his knees, stunned, giving Natsu enough time to force his arms behind his back.

"What the _hell _do you think you're trying to pull!?" NRG demanded.

Ben almost never swore, but he couldn't help it in the face of Gray's stupidity.

"What about you two!?" Gray shot back, struggling to break Natsu's arm-lock, "When I got here, the first thing I said was to get back!"

"And I said no way!" Natsu growled.

"I've got a score to settle with this guy!" Gray protested.

"How is killing yourself 'settling a score'?" NRG retorted. "If anything, dying and leaving us to clean up the mess just makes you a coward."

Gray flinched, and then slumped. He hadn't consciously thought about it, but perhaps he really _had _been using the Iced Shell as an excuse to escape the guilt. While he felt terrible about what happened to Ur, the thought of leaving his friends to pick up the pieces after he was gone made him feel even worse.

Before Gray could apologize, the room began to shake.

"Oh, what now?" asked an exasperated Natsu.

The room, as well as the rest of the temple, had been resting at an angle; however, it was now falling back to its original position. In a few moments, it was as if the damage that Natsu and Ben had inflicted had never happened.

Natsu let go of Gray and began stomping the ground in frustration while NRG was just confused. What the heck had happened?

"This is bad," Gray said, getting back up. "Now the moon's gonna shine on Deliora!"

"Pardon the interruption," Zalty said, entering the room. He had slipped out during the fight between Lyon, Natsu and NRG.

"I should have known," Lyon said calmly, "_You_ did all this?"

"The moon will be out soon," Zalty replied. "So I thought I'd straighten the temple for you."

"That weirdo fixed the temple all by himself?" Gray asked; impressed by the level of power that must have required.

"And after all the trouble we went through to mess it up, too," Natsu complained. He then shook his fist at Zalty. "Hey, so what'd you do to fix it, huh?"

Zalty looked at Natsu in surprise as if noticing him for the first time, and then laughed maniacally.

"TELL ME HOW YOU FIXED IT, YOU JERK!" Natsu screamed.

"Well, if everything else is in order, I'll go prepare the Moon Drip ceremony." Zalty stated before running off down a corridor.

"Would you quit ignoring me, you masked freak!" Natsu shouted as he began to chase after him.

"Oh, he is _so _asking for it," NRG growled, also annoyed with Zalty.

He slapped the Omnitrix dial, and when the green flash faded, he was replaced by a tall, humanoid figure that seemed to be made of magma. His head was surrounded by fire, and his hands were oversized; the Omnitrix dial was on his chest.

"**Heatblast!"** he shouted in a deep, raspy voice.

Before Natsu left the room, he spun around and pointed at Gray. "Ben and I'll handle that masked jerk. I'll leave Lyon to you."

Gray and Heatblast were both surprised. After Gray had almost killed himself, Natsu was suddenly trusting him to beat Lyon?

Natsu turned around, his back to Gray. "It'll look bad if you lose again."

"Yeah," Gray said determination in his tone.

"Not just for you," Natsu continued.

"I know what you mean." Gray, as well as Natsu, both said, "but for all of Fairy Tail!"

'_Wow,' _Heatblast thought, '_they take their pride pretty seriously.'_

Natsu took off after Zalty. Heatblast gave Gray a thumbs-up, and then went after the Dragon Slayer.

"My, my," Lyon said after they left, "Such a boisterous group you are."

"Let me ask you something, a second ago, when I was gonna freeze us both, were you counting on either Natsu or Ben to stop me before I could finish?" He inquired.

"No," Lyon answered, "the opposite, in fact. I never thought that anyone would be foolish enough to get near a spell like that."

"So you were just going to stand there and take the hit?" Gray asked, surprised.

"Exactly," a smug Lyon said, "Because someone would come to rescue me. You, on the other hand, would be finished for good."

"I should have known," Gray murmured to himself.

"Certainly, it would have been inconvenient." Lyon continued. "However, my allies are as devoted to my cause as I am, and as long as we're on this island, they can use Moon Drip to melt the ice whenever they saw fit."

Gray looked down. "I didn't think of that. I guess the Iced Shell is completely useless here."

'_And my sacrifice would have been for nothing,' _he thought; at that moment, he was grateful that Ben had stopped him when he did.

"Even so," Lyon said, "you _still _want to fight? After what happened last time?"

Gray didn't reply.

"Don't fool yourself," Lyon laughed, "you could never…"

"That's enough," Gray interrupted.

"What?"

"Just forget about Deliora," Gray said softly.

"What kind of nonsense is this?" Lyon asked, genuinely confused. "Your threats don't work, so you turn to begging? Does your guild have dentist that removes your fangs, or are you just a coward?"

"Lyon, there's something I have to tell you," Gray said.

"What is it?" Lyon asked, now annoyed.

"Ur… is still alive."

…

"Natsu, slow down a second!" Heatblast yelled as he ran after the Dragon Slayer.

"No way!" Natsu called back, chasing the still-fleeing Zalty. "Not until he tells me how he fixed the temple!"

Finally, Zalty stopped running and pointed his hand at the spot above Natsu; a chunk of the ceiling came loose and fell right at him!

"Look out!" blasting jets of fire from his feet, Heatblast rocketed towards Natsu and tackled him out of the way. "See, _that's _why you should have waited for me!"

"Sorry," Natsu said sheepishly. He then noticed that Zalty wasn't done. The masked man waved his hand, and the chunk of ceiling lifted back to where it was the damage disappearing like it was never there.

"That's how I fixed the temple," Zalty explained.

"You reversed time, didn't you?" Heatblast asked.

From the way that Zalty whipped his head around to look at Heatblast, he was completely surprised.

"Yes, I did. How did you figure it out so quickly?"

"I know someone who can do the same thing," Heatblast replied, remembering Professor Paradox, "but he's a lot more subtle than you."

"Hmph," Zalty appeared a bit put out, "Still, this magic is extremely rare, rare enough that it is one of the Lost Magics, a type of magic so powerful and dangerous that it has been lost to history."

"Explains the name," Heatblast muttered.

"Your Dragon Slayer magic is another example of Lost Magic," Zalty continued, gesturing at Natsu.

"Wow, really?" Natsu asked.

"Seriously, dude?" Heatblast deadpanned. "I thought people who used magic had to know their stuff before they could use it?"

Before Natsu could reply, Zalty laughed and vanished, much to the irritation of his opponents.

'_Why is it that time-users love to disappear like that?' _Heatblast wondered.

…

Lyon didn't move a muscle, staring at Gray with wide eyes.

"The Iced Shell doesn't actually kill its caster," Gray went on, "it uses their body to form the barrier; the ice keeping Deliora sealed away, which you've been trying to melt, _is _Ur. She isn't dead; she lives on in that ice."

Lyon just stared at him.

"I'm sorry that I never told you the truth back then." Gray apologized sincerely. "Ur made me promise to keep it a secret. She worried that if you knew, you'd spend the rest of your life trying to change her back."

"Of course," Lyon mumbled.

"It's over," Gray declared, stepping closer to Lyon. "There's no reason to go through with this anymore."

Lyon raised his hand, but before Gray could react, he placed it against Gray's right side and sent an icicle straight through him! Gray fell to his knees, clutching the wound in agony; it didn't feel like it hit anything vital, but it still hurt.

"You idiot," Lyon said, "I know how the spell works. I can assure you that she isn't alive anymore. That's nothing more than a chunk of ice!"

Gray pulled the ice out of his side and tried to rise. "You… you knew all along?"

"Knowing is one thing, believing is another, and if you truly believe that Ur is alive in there, then you're an even bigger fool than I thought."

"You knew the truth?" Gray said through teeth clenched in pain and rage, "And you still did this!?"

"And what of it?" Lyon asked as Gray got to his feet. Before he could react, Gray had covered the distance between them and delivered a punch that sent him flying into the wall.

"I-impossible!" Lyon gasped, "How can you move with that wound?"

"Enough," Gray snarled coldly, "I wanted to save you, but I give up now."

Lyon staggered to his feet. "You want the title of star pupil for yourself? Well I'm sorry, but I have to fight against Deliora soon, and I'd rather not waste my magic energy on you."

Gray took a fighting stance. "Then we'll just use our fists instead!"

"Ha! You want me to fight you without using magic? That's fine by me."

Gray made the first move charging forward, but Lyon moved around his punch and struck him in his wound, nearly making him fall to the ground again.

"Aim for your opponent's weak spot, then hit it with all your might." Lyon mocked. "Ur taught us that, remember?"

"You have no right to speak her name!" Gray attacked again, but Lyon drove his knee into Gray's gut, winding him.

Stunned, Gray was left wide open for a barrage of punches and kicks from Lyon.

"What a shame," Lyon said, sounding bored, "your fists are as weak as your magic."

Every time Gray tried to attack, Lyon would counter, sending him hurtling to the floor or into a wall. Despite that, Gray actually started to smile. His own stubbornness reminded him of all the times that he and Natsu had fought when they were younger. He hadn't given up then, and he wouldn't give up now! He got up one more time; seeing this sent Lyon into a rage.

"I should have killed you when I had the chance!" he yelled, both men's fists hitting the other's face; for a moment, they were stuck like that, before a burst of strength from Gray sent Lyon crashing into another wall.

"You're gonna have to step up your game if you want to beat me!" Gray shouted. Lyon rushed forward again and the two began exchanging hits. "I've never given up before, and I won't give up here! I'm not going to lose to you!"

With a final roar, Gray sent Lyon flying, and this time, he didn't charge back in; instead, Lyon used a chunk of ice to drag himself upright, panting heavily.

"The Cold Emperor," he said angrily, "defeated in battle by the likes of you!? I won't stand for it!"

"Then get over here," Gray panted, "and fight!"

Gritting his teeth, Lyon pointed his hand at Gray. **"Ice Make: Ice Dragon!"**

A giant dragon of ice flew at Gray, clamping its jaws on the wizard; fortunately, Gray was able to break the ice enough that he was able to fall out of the construct's mouth. Still, it was another painful wound.

"I thought we agreed not to use magic, Lyon!" Gray yelled, getting back up.

"Don't be such a poor loser," Lyon said, "This duel was pointless from the start. Deliora will be revived either way; it's far too late to stop me now!"

"I won't stop trying!" Gray declared defiantly.

"Try all you want," Lyon asserted, "but Zalty is preparing the Moon Drip ceremony as we speak."

"Natsu and Ben won't let him," Gray said, smiling, "The second you underestimate Natsu is the second you lose, and Ben has more tricks up his sleeve than anyone I've ever met. Your friend doesn't have a prayer."

…

Zalty stood before the frozen form of Deliora, his grin in full force.

"At long last," he whispered, before the sound of yelling made him dodge a fiery punch.

"There you are!" Natsu yelled. "I'll burn that stupid smile right off your face!"

Zalty dodged another attack, this time a stream of fire from Heatblast, who glared at Natsu.

"What part of 'wait until I'm in position' did you not understand?" he yelled at the Dragon Slayer.

"I couldn't help it." Natsu protested. "He pisses me off!"

Zalty laughed. "The term 'hot-headed' certainly applies to you, Salamander. By the way, how did you manage to find me?"

"I followed my nose," Natsu answered. "For some reason; you reek of lady's perfume."

Heatblast blinked and gave Zalty a pointed stare. "You have issues, dude."

Zalty laughed it off. "I'd love to stay and chat, but I have other things to do."

"What, like trying on nail polish?" Heatblast joked, but received no reaction.

"Like reviving Deliora," Zalty responded.

"Just forget about it already," Natsu said confidently. "It's not gonna happen."

"Really?" Zalty asked in mock-concern. "Why is that, pray tell?"

"Because Gray is gonna kick that ice-guy's butt." Natsu retorted strongly.

"And _we're _gonna kick _your _butt!" Heatblast added.

"We'll just see about that," Zalty said in an almost-serious tone, and then pointed at Deliora.

To the shock of Natsu and Heatblast, there was a stream of Moon Drip hitting the ice!

"Someone's performing the ceremony?" Natsu asked.

"But I thought Gray said that Lucy and Erza were taking care of it?" Heatblast wondered.

"They took out the chanters," Zalty confirmed, "but Toby snuck out during the fighting and is performing the ceremony on his own. It won't be much Moon Drip with only one person, but it will only take a little more to free the demon anyway."

Sure enough, a huge chunk of the ice began to crack and shatter, causing Natsu to panic.

"Ah! I gotta get up there and stop him!" he rushed to the exit, but Zalty used his magic to once again send a chunk of ceiling falling at him. Natsu barely dodged in time.

"I'm afraid that neither of you are going anywhere," Zalty said with a sadistic smile, "I guess chasing me was a mistake."

"No, not getting you to shut up is a mistake!" Heatblast yelled, shooting a ball of fire at the masked man.

"Are you sure you want to do that?" Zalty asked. "You might make the ice melt faster."

Natsu sent a breath of his own fire Zalty's way, only barely missing him. "If the ice could be melted with fire, you wouldn't have had to go through all this trouble! Bluff all you want, but once we're done here; all we gotta do is stop the ceremony!"

"And here I was, thinking you weren't that clever," Zalty laughed, "but it seems that I was wrong."

Behind the combatants, the frozen body of Deliora began to shake; the vibrations were strong enough to make the entire temple shudder.

…

"Why do I get the feeling that that wasn't Natsu or Ben?" Gray asked, feeling the temple shake.

"The ceremony is nearing completion," Lyon said triumphantly, "the ice sealing Deliora is melting away."

'_Ur…' _Gray thought.

"There's nothing you can do," Lyon bragged, "it's too late to stop it! You and your friends have failed!" an icy mist gathered around him. "Do you have any idea how long I've waited for this, Gray? All these years, I've been gathering allies and obtaining knowledge; it was fortunate that I found this place." He sent a flock of Ice Eagles at Gray, who barely dodged them. "It wasn't an easy task, transporting Deliora to Galuna, and the Moon Drip has taken three years!"

Backed into a corner, Gray raised an Ice Shield, letting the Ice Eagles shatter against it. "You've been working on this stupid plan for three years!?"

"Stupid!?" echoed an outraged Lyon, "How dare you say that! You've spent the last _ten _years peddling your life away in some foolish guild!"

Finally, Lyon's barrage broke Gray's shield, but he was able to dodge Lyon's latest attack. "Because I put my faith in what Ur taught us! She said that in the western countries, there were lots of strong wizards to teach me; so I went west, and I joined Fairy Tail. I asked Master Makarov if he knew any way to break the spell, but he said there wasn't, except for one way; he wouldn't tell me what it was, but I bet he was thinking about the Moon Drip."

Gray looked at Lyon with cold hatred. "After everything Ur did for us, taking us in, raising us, training us… you'd still kill her without a second thought. You make me sick."

"Say what you will, I don't care," Lyon responded. "My entire life has led up to this moment. Our master is long dead; if we want to prove that we have surpassed her, what can we do in her absence?" a dragon head surrounded Lyon's hand, and he lunged at Gray. "There's only one answer: Deliora! I will surpass our master by defeating what she could not!"

Gray bobbed and weaved, avoiding Lyon's attacks. "I'll admit, that's a pretty ambitious plan, but I can't help but think that you missed the point along the way!" Gray quickly created a sword of ice and shattered Lyon's dragon-fist. "Someone as blind as you could never be better than Ur, not in a hundred years! Wake up, Lyon!"

Gray slashed his sword across Lyon's chest, but instead of falling to his knees, Lyon shattered into a pile of ice; it was another Ice Fake!

"Fooled you, didn't I?" Lyon said from behind him, **"Ice Make: Snow Tiger!"**

A giant tiger of ice leaped at Gray who, despite his wounds, did an impressive back-flip over the beast and pointed his palms downwards.

"**Ice Make: Prison!" **An ornate cage appeared around the tiger, trapping it.

Gray stood on top of the prison and glared at Lyon.

"You see this, Lyon? This is what you are," he said, "a beast in a cage, lashing out at a world he barely knows!"

"Utter nonsense," Lyon snarled, waving his hand. "I'll make quick work of that ice!"

Despite his claims, the tiger within the prison could not get free, no matter how much it struggled. Lyon stepped back in shock as Gray jumped down in front of him.

"Single-handed spellcasting is too unbalanced; your creations will let you down when you need them the most."

Gray placed his hands together, and a magic circle appeared under his feet. When he separated his hands, a large bazooka appeared in them, which he then aimed at Lyon.

"**Ice Cannon!"**

The cannon fired the blast so powerful that it blew a gaping hole through the side of the temple. Lyon fell to the ground, his clothes shredded and his body covered in wounds. Gray lowered the cannon, slightly disappointed. He had only glanced Lyon with that shot, though whether Lyon had managed to dodge at the last second or if he'd subconsciously missed on purpose, Gray didn't know.

"Thanks for teaching me that move, Ur." Gray said softly, and then groaned in pain. He looked at the wound Lyon had inflicted with that icicle, and then used his magic to freeze it shut. "Ow, I knew I should have sealed this sooner."

He would have relaxed, but a noise rang out throughout the temple. It was a noise that haunted his nightmares, even though he hadn't heard it in ten years; it was both a high-pitched screech and a low growl that nearly paralyzed him with fear.

Deliora.

…

In the depths of the temple, Natsu and Heatblast tried to block out the noise as the ice around the frozen demon cracked and fell apart.

"Yes!" Zalty shouted exuberantly, "It's free!"

…

"Was that the demon?" Erza asked, as she, Lucy and Happy made their way into the temple, after they'd defeated Lyon's troops.

"Oh no," Lucy gasped, "they brought it back to life!?"

"Hey, wait," Happy pointed at a purple column of light, "if the demon is back, why is the Moon Drip still coming down?"

"Perhaps Deliora isn't completely revived," said Erza, tapping her chin in thought. "Which means that we can still stop it; come on!"

…

"Oh crud," Heatblast remarked, "this can't be good."

"I'm done wasting my time with you!" Natsu exclaimed. He charged toward Zalty, but a green sphere collided with his head, sending him flying. The sphere flew towards the small masked man, where it orbited around his wrist.

"Ready when you are," Zalty said, grinning.

"Why, you…" Natsu charged Zalty again, and the green sphere headed right at him. This time, Natsu shattered it in a single blow. Before he could celebrate, however, the pieces came back together, reforming the sphere!

"He's doing that time-reversal thing, Natsu!" Heatblast yelled. His eye sockets widened as an idea popped up in his head. "Dude, I've got a plan. I'll take care of everything else. You just get ready to attack again!"

"Got it!" Natsu replied.

Heatblast slapped the Omnitrix dial once more. After the usual flash of green, he had now transformed into a large, copper robotic humanoid with long, thick arms, stubby legs and a clock-winder sticking out of the top of his head. The Omnitrix dial was on its chest.

"**Clockwork!"** he cried out in a German accent. "You're not the only one with time-powers, jerk!"

Zalty sent his orb at Clockwork, who simply held out a hand, where a green beam of light shot out. As soon as it hit the orb, it froze in place.

"I can freeze time, sucker!"

Zalty snarled, and then used his power to undo what Clockwork's power did. The Chronosapien, however, only froze it again. This continued for several minutes, with both fighters looking more tired with each attack.

"It would appear that we are at a stalemate," Zalty said, smirking.

"Maybe," Clockwork replied, "but I know something that you don't know."

"What's that?"

"I can use more than one hand at a time!" Clockwork raised his other hand, and a beam of green light struck the wizard, pausing him in time. "Natsu, now!"

"All right!" the Dragon Slayer charged forward. **"Fire Dragon Iron Fist!"**

The blow sent Zalty flying, though his body was still stuck in the same position. Clockwork's power would wear off in a little while, but he was no longer an issue.

The roaring Deliora was, however.

…

On top of the temple, Toby fell to the ground in pain, Erza standing over him with a raised sword. Even though he'd been defeated, Toby still looked triumphant.

"You're too late! The ceremony is already completed; Deliora is free!"

…

With a twitch of its shoulders, Deliora shook off the last of the ice that had entrapped in for ten years and took a step forward.

"No," Gray's voice caused Natsu and Clockwork to turn and see the limping ice wizard walking towards them.

"Sorry Gray, we couldn't stop it. I guess our only choice is to take that thing down." Natsu stated.

"What he said," Clockwork said. Suddenly, the Omnitrix dial began to blink red. After a few beeps, Clockwork transformed back to Ben in a red flash. He collapsed to his knees in exhaustion.

"I…guess…" he huffed, "Clockwork's power drained what power remained in the Omnitrix…"

The roar of Deliora sounded again, making everyone flinch.

"None… none of you are strong enough," Lyon's voice weakly called out behind them, and they saw the Cold Emperor dragging himself towards the demon, an insane smile on his face. "But I am… _I _will defeat Deliora."

"Dude," Ben panted, Clockwork's power tiring him out more than he'd expected, "right now, you couldn't defeat a wet paper bag."

"S-silence!" Lyon shouted, "I _am _going to surpass Ur… at long last."

"You can't fight," Natsu said incredulously; even _he _wasn't this stubborn. "You can't even get up off the floor!"

Lyon ignored them, continuing to drag himself across the ground; then, with titanic effort, he hauled himself to his feet.

"My dream… will be… fulfill—ugh!"

Gray didn't allow him to finish, knocking Lyon out with a single blow to the head.

"Thank you, he was really annoying," Ben said, feeling his own energy return; while some of his aliens drained his energy and timed out the Omnitrix faster, he always recovered quickly. Though in this case, the Omnitrix might not recharge in time to fight Deliora; after all, it required at least five minutes to fully recharge after being drained. He doubt they were going to get that much time with Deliora now freed.

"I just wanted him to stop. He's done enough damage." Gray stared up at the demon. "Ben, you were right."

"About what?" Ben asked.

"About how killing myself, and letting my friends finish the fight, is cowardly. I'm not going to run away like that ever again." He grinned at Natsu and Ben. "I'm gonna fight this freak. You guys want in?"

Natsu grinned right back. "Oh yeah! Let's do this!"

Ben smiled, but then glared at the white and green watch on his wrist, slapping it a few times. "Come on, you stupid watch, I need you right now!"

Deliora took another step forward, the single act enough to shake the entire cavern. Ben, who was still shaky, fell forward, landing right in front of the demon.

"Ben!" both Gray and Natsu yelled, running forward to help their friend.

Deliora raised a fist to crush Ben, who instinctively held up his arms. The demon's fist flew forward, but it was met by the combined fists of both Natsu and Gray; amazingly, the giant fist was held back, even though the fist was bigger than either wizard's entire body.

Then, before their very eyes, Deliora's hand began to crumble into dust! The effect traveled up the demon's arm, until the entire monster had literally gone to pieces.

"Whoa," breathed Ben, "either you guys are a lot stronger than you thought, or that thing _really _didn't live up to all the hype."

"No…" Lyon muttered, "Deliora was already dead. For ten years, Ur's spell was gradually depleting the demon's life-force; what we just saw was its last breath."

"Wow," Natsu said, patting Gray on the back, "your teacher was pretty awesome!"

"Yeah," Gray said, a few tears falling down his face as he realized that his nightmare was finally over, "She was."

For Ben, the next few minutes became a blur. First Lucy, Happy and Erza arrived, the latter causing Natsu to freak out. In an act of compassion, Gray had helped Lyon out of the temple; Lyon himself looked almost peaceful, as if the destruction of Deliora caused his manic obsession to fade.

"Oh yeah!" Natsu cheered as they exited the temple, "We totally finished an S-Class quest all by ourselves!"

"You're right!" Lucy said excitedly. "Do you think Master Makarov will let us onto the second floor now?"

The celebratory mood was shattered by Erza's glare; even Ben, who knew he wasn't really in trouble, felt unsettled by it.

"Isn't there something you're all forgetting about?" Erza demanded, "You came to this island to help the villagers; the request was for you to return them to their original forms. This quest still isn't completed."

"Aw, man," Ben moaned, "can't it ever be easy?"

…

**A/N: Edited 1/15/2016 **

**Yeah, not much has changed in this chapter. Sorry to disappoint you if you were expecting a lot more detail like there was in Ch1-3, but I didn't see anything to really alter here.**

**So, that's it. Chapter1-6 Revised is complete! Also, I've gone back to Chapter 16 and edited Ben's confrontation with Laxus since he had already met Laxus in Chapter 2. I also changed up the Way Big scene in the Phantom Lord arc (chapter 11) since I did some more research on Way Big's abilities. **

**Again, I'm sorry if you were expecting big changes in this batch of revised chapters. Hope I didn't disappoint. **


	7. Galuna Island Pt 5

**A/N: Well folks, here's what all of you have been waiting for, chapter seven! My first original chapter in all this; it's sadly not **_**The Incredible Muffin**_**'s, but I'm confident I can continue with this crossover from here on out. **

**No disclaimers. It's obvious neither Ben 10 nor Fairy Tail belong to me. If they did, well…I wouldn't be on FanFiction, now would I? No funny jokes, sadly I have none. Anyways, enough of my preening and on with the show…or story! **

…

**Ultimate Fairy**

**Chapter 7: Galuna Island **

**Part V **

…

**Galuna Island **

Ben, Natsu, Gray, Lucy and Happy were all feeling ecstatic after defeating Lyon and his followers, not to mention stopping the resurrection of the super-demon, Deliora. However, their celebratory mood was immediately shattered by Erza's glare, which made everyone, including Ben, feel unsettled.

"Isn't there something you're all forgetting about?" Erza demanded, "You came to this island to help the villagers; the request was for you to return them to their original forms. This quest still isn't finished."

"Aw, man," Ben moaned, "can't it ever be easy?"

"But I don't understand." Lucy said. "The curse should've been lifted now that Deliora is dead."

"Wrong," Erza replied. "This curse you keep talking about never had anything to do with the demon. The villagers have been affected by the intense magical energy from the Moon Drip spell. In other words, Deliora's death isn't going to change their situation whatsoever."

"W-What? Oh no," Lucy's eyes had widened in realization as she placed a hand over her mouth in shock.

"Well, we better go and change them back." Natsu exclaimed happily.

"Aye sir!" Happy agreed as both exchanged high-fives.

"Yeah, but we don't know how." Gray said. Then, his face lit up as he got an idea. He turned to Lyon, who was leaning against a boulder behind him. He had taken off his body armor, leaving him in a blue jacket, black pants, and steel boots. "Lyon, do you know?"

"To be quite honest, I don't have a clue." Lyon answered impassively.

Natsu and Happy looked at him incredulously.

"You don't know?" asked Natsu.

"What?" Happy added in disbelief.

"Okay, something's not adding up." Ben said. "The villagers told us that the curse started around the same time you guys got here."

"When we first arrived here three years ago," Lyon explained, "we were aware that there was a village somewhere on this island. But we had absolutely no reason to communicate with the villagers, so we left them alone. They never came to the temple to see what we were up to."

"In three years, you've never once met?" Erza said disbelievingly.

"I don't understand. The light from the Moon Drip is so bright you can see it practically from any point on the island. It's kinda weird they saw it every night and never went to investigate." Lucy noted.

"Yeah," Ben agreed, a brow arched. "There is something fishy about this."

"FISH?!" a now excited Happy yelled. "Where?"

"I didn't mean fish, I meant like there's something odd about those villagers." Ben deadpanned.

"Aww…" a disappointed Happy moaned.

"The spell didn't transform the villagers." Lyon continued. "The Moon Drip has no effect on the human body."

"What?" Gray inquired dumbfounded.

"Yeah right," Natsu accused, "you're just saying that so you and your lackeys will be off the hook."

"Just think about it." The former 'Cold Emperor' said. "I've been exposed to it longer than they have and my appearance hasn't changed one bit."

"Oh yeah! That's true." Lucy realized.

"That does make sense." The Omnitrix bearer admitted.

"I wouldn't trust them." Lyon warned, crossing his arms over his chest. "Those villagers are hiding something, but I'm sure you Guild wizards can handle it."

"I'm technically not part of their Guild." Ben pointed out.

"We're not done with you." Natsu stated. "You destroyed the entire village and…"

The Dragon Slayer's ranting was stopped when Erza squished his cheeks together.

"That's quite enough, Natsu." Erza ordered.

The Queen of the Fairies retold Toby's explanation for why they agreed to help Lyon. It was revealed that Lyon's followers had lost their families, friends, and everything they owned to Deliora. He'd convinced them that if they helped him free it, he would kill it, and obtain revenge for all of them.

Ben and the rest of the team felt for those people, and could understand why they did it. Nevertheless, to Ben, that still didn't justify their actions in threatening the villagers only to get vengeance upon a demon that was already locked away in a huge chunk of ice.

"They were only doing what they believed to be right. So there's no need to criticize them for it." Erza explained. She then let go off Natsu's face. "Now, let's go."

"But what are we going to do to lift the curse?" The pink haired wizard inquired.

"I have no idea." Erza replied.

"Oh great…" Lucy muttered.

Erza, Natsu, Ben, Lucy, and Happy walked away toward the storage area, leaving only Gray and Lyon behind. The former looked at his old friend with a sympathetic look.

Lyon simply glared at him. "What do you want?"

"I know you don't want to hear it, but you really should join a Guild. You'll make new friends, make new rivals, and maybe even find a new dream to live for." Gray answered.

Lyon's expression softened a bit, but he then turned away with an angry scowl. "Whatever," he grumbled, "just get out of here!"

Gray smiled slightly as he turned and walked away.

…

The team had just arrived at the storage area that was serving as the villagers' temporary home. However, something wasn't right. There wasn't a single soul present throughout the mass of tents. Only the sounds of an owl hooting or other forest animals could be heard.

"That's weird." Happy noted. "Where is everybody?"

"Are you sure they came here?" Natsu inquired skeptically.

"Yeah, this has been their camp." Lucy replied, though she too was confused about this dilemma. "I wonder where they could've gone."

"They couldn't have gone too far." Ben said, looking around. "I mean where else could they have gone?"

"HELLO!" Happy called out, flying above the ground.

"Since we're here I'm gonna grab some bandages and some medicine." Gray stated as he went inside a tent.

Suddenly, a male villager with green reptilian skin, black shorts, and a tail turned the corner of a tent.

"You made it back! There's something you need to see." He yelled with an enthusiastic tone. "Please just follow me to the village."

…

The shape-shifting hero and group of wizards followed the mutated man to the village, only to be met with a shocking sight. The entire village had been repaired! It looked just like it did when the team first arrived on the island. The villagers were walking around, clearly excited and perplexed how their home was suddenly fixed.

'_Whoa! How the heck did this happen?' _Ben thought, dumbfounded.

"Are you kidding me?" an awestruck Lucy said.

Happy flew by Lucy, he too was amazed. "Yesterday it was a total mess but now it looks perfect."

"What's going on here?!" Natsu demanded, knocking his fists against a building wall. "Everything looks the same. It's like the village went back in time!"

"Now that it's fixed you probably shouldn't touch anything, okay Natsu?" Lucy suggested half-heartedly.

"Are you saying I destroy everything I touch!?" Natsu yelled.

"Well…kinda," Lucy sighed.

Natsu's angry expression shifted into one of thought. "Back in time," he muttered. He then remembered Zalty and his time powers. Ben, however, overheard Natsu and he too came to the same conclusion as the Dragon Slayer.

"Natsu," said Ben, "you think that…_he_ did this?"

"Nah, couldn't be." Natsu whispered, placing a hand to his chin in contemplation. "Unless he had a change of heart,"

The brunette haired teen shrugged. "It's possible."

"What are you two whispering about?" Lucy asked.

Ben and Natsu turned to the blonde mage, sheepish grins on their faces.

"Nothing! Nothing at all!" Ben replied.

"Besides, who cares, right?" Natsu followed up.

"Not me," Happy said.

The trio then walked off, but in Happy's case, he flew behind them, leaving an utterly confused Lucy. "What are you two talking about?" she asked.

"OH," Lucy gasped, a thought entering her head. "I forgot about our stuff."

The Celestial mage ran off to their tent, along the way, she encountered the village chief, Moka kneeling by his son's grave.

'_Bobo's grave is back.' _Lucy thought. _'That's good. I'm sure the chief must be relieved.' _

Lucy stood behind him, not saying a word. A moment later, Moka glanced back at her. "You and your wizard friends used magic to restore our village, didn't you?"

"W-well…I…uh…" Lucy stuttered. She had no idea how the village was restored and didn't know how to tell the chief that she and her friends were not responsible.

The village chief pulled up on his staff and stood up, turning to face Lucy. "Hmph, I can't tell you how much I appreciate it. However, I must know…" his look became more intense, "…when are you wizards finally going to destroy the moon for us?! Well!?"

Lucy started shaking in fear under the chief's glare, but she was quickly saved when Erza approached them.

"Destroying the moon is a simple task, sir." Erza answered casually.

"What?" Lucy, Happy, Ben, and Gray remarked in shock.

"She's kidding, right?" Ben implied.

"Don't know, but it did look like she said it with a straight face." Gray muttered.

"Aye," Happy added, "maybe she's gone crazy?"

"But before I do that I have to ask you all a few questions." Erza stated. "Would you mind calling in everybody for a meeting?"

…

Later, after having all the villagers gathered in front of the main gate, Erza and the rest of the team stood in front of them.

"Let me get my facts straight, the first time everyone began to take these demonic forms is when the moon turned purple, am I correct?" Erza asked.

"Yes," answered Moka, "during the day we are fine but when the moon comes out we transform into what you see now."

"And the moon first turned purple three years ago, right?" Titania inquired, pacing side-to-side with her hands behind her back.

"Wow…has it really been that long?" a villager asked.

"Yeah," one replied, though he too sounded stunned.

"We've learned that the Moon Drip ceremony has been performed on this island every night for the last three years, and each night it produced a beam of light so brilliant that you couldn't have possibly missed it." Erza explained.

Suddenly, with a shriek, Erza stepped onto a pile of leaves and fell into a hole, which startled everyone.

"Whoa…even Lucy's lame trap is back." Happy said.

"She screamed…like a girl?" Natsu whispered in awe.

"Yeah…and it was kinda cute." Gray added.

"At least I'm not the only one who fell into that hole." Ben muttered, feeling a little better.

"I AM SO GONNA BE DEAD MEAT WHEN SHE GETS OUT!" Lucy screamed hysterically.

Erza climbed out of the hole and stood back up, acting as if nothing ever happened. She crossed her arms over his chest armor. "Seriously, didn't you ever wonder where that light came from?" The scarlet haired wizard asked the villagers.

The villagers, however, weren't really focused on her question, rather how she had gotten out the hole in a nonchalant matter. Some even had drops of sweat running down their heads.

"She got up like nothing ever happened?" one whispered.

"Yeah, she must be pretty tough." Another added.

"I don't understand," continued Erza, "why didn't anyone investigate?"

The villagers looked at each other and talked, however, it sounded as if they had no answer for her question. This made Ben's brow rise in skepticism.

'_She's got a point. Why didn't they investigate? And why do they all look confused?' _wondered Ben.

"Well…" Moka responded, "We would've looked into it but according to village lore we are forbidden to ever go near that temple."

"Who cares about village lore when your people are dying?" Lucy countered. "You obviously knew there was a problem, which is why you contacted the magical Guilds."

"Um…well," the chief trailed off.

Erza had her attention directed to Moka, and asked, "Why don't you tell us what's _really_ going on here?"

"Well…to be honest, we don't even know that ourselves." The village chief confessed. "Allow me to explain, we tried to investigate the light many times. We took up weapons we never had to use, I trimmed and stylized my side-burns, and then we ventured into the jungle to the temple many times.

"But we could never get near it. We could see it through the trees, and then suddenly we'd find ourselves back at the village gates."

"But…how's that possible?" Lucy asked confused. "It doesn't make any sense."

"We got to the temple without any problem at all, besides the first time when we were attacked by that giant rat." Ben noted. "How weird,"

"Yeah," Natsu said.

"Aye," Happy agreed.

"We didn't say anything to you earlier because we were worried you wouldn't believe us." A villager said.

"We're telling you the truth." Another villager explained. "We've tried to go back to the temple many times."

"But not even a single villager has ever managed to get inside." A third villager concluded.

Erza stood there, absorbing this information. "I get it…yes." She whispered.

Lucy lightly gasped while Natsu, Ben, Gray, and Happy looked at the redhead with puzzled expressions. Erza stepped away, heading to the village tower that stood along the wooden wall that surrounded the settlement.

Suddenly, her entire form was shrouded by yellowish-white light. When it faded, her previous wear had disappeared, and was replaced by armor that was primarily yellow with blue highlights, had a blue cross on the torso plate, arched shoulder plates, and a white fur trim on the bottom of her shoulder plates.

'_Wow! That's pretty cool. Kinda reminds me of when I transform,' _Ben mused.

"Natsu, come with me. I'll need your help to destroy the moon." Erza said offhandedly.

"Really?!" Natsu exclaimed with a large, bright grin on his face.

"W-w-what?!" a shocked Ben Tennyson cried.

Gray, Lucy, and Happy had similar reactions as they grew paler. Their jaws had dropped and their eyes grew wider than dinner plates whilst they stuttered incoherently. Even the villagers all stood motionless in shock.

"It's the only way to return the villagers to their human forms." Titania continued.

Their shock immediately evaporated and was replaced by happiness as they cheered in excitement.

"They're really going to do it!" a villager said. "And we get to watch it happen!"

"Right," another one agreed, "and we'll all get to be human again."

Natsu approached Erza, a big grin still present on his face. "Where do you think we should go, the temple? It's a lot higher up there."

"We'll do it from here." Erza replied impassively. "The villagers can't go near the temple and they need to witness this."

Gray, Lucy, Ben and Happy stood by. Ben and Gray looked at the duo as if they were crazy, Lucy was still shocked, and Happy looked excited.

"I don't know what she's thinking." Gray muttered. "I mean, she can do some amazing things…but still."

"Yeah," Ben added, "I don't think even my transformations could pull off something like that."

'_Though Alien X could, but I won't count him since I promised to never use him ever again.' _Ben thought, '_unless, of course, the situation is extremely dire.' _

"What do you think she's going to do to it?" Lucy asked, her voice slightly quivering in fear.

"This is exciting, huh?" Happy said.

"More like terrifying," Lucy deadpanned.

The village chief eyed Erza's new armor with a neutral expression while his people were cheering behind him.

"This is Giant Armor," the redhead wizard explained, "It increases my strength and allows me to throw farther. And this…" Erza held out her right hand, and then a red magic circle appeared. After a flash of red, in her hand was a seven foot tall spear with a blue shaft, yellow armored base, and a cross shaped, yellow spear at the top. "…this is the Spear of Ha-Ja, it repels darkness."

The villagers 'oohed' and 'awed' in wonder at the armor and weapon, even Ben found himself in awe at Erza's abilities.

'_Wow…that's pretty cool.' _Ben mused.

"Whoa!" Natsu exclaimed, his toothy grin growing bigger. "I see what you're up to now! You're going to use that spear to knock the moon out of the sky!"

Ben, Gray, Lucy and Happy looked at Natsu ridiculously.

'_Gimme a break,' _the four thought in unison, _'that's never gonna work.' _

"That's right" Erza replied. "But I'm afraid I'll need more strength than this armor can give me." She turned to face Natsu. "So Natsu, I'm going to need your fire powers as a boost. Whenever I begin to throw the spear, I want you to hit the back of it with your flames. Now we'll have to plan our attack perfectly, but I think you should give me enough power to do the job."

"Sounds like a killer plan to me!" Natsu smiled.

"Then let's do it." Erza said.

She and Natsu headed toward the villager tower that stood by the wooden walls. Meanwhile, their other teammates stared at them as if they both had gone insane.

"They don't really think they're going to pull this off, do they?" the Omnitrix wearer muttered.

"Whatever it is, I think they went off the deep end this time." Lucy said.

"Aye," Happy agreed.

Moments later, Erza and Natsu were standing on top of the look-out tower, the former staring at the moon with determination. The villagers and the rest of the team watched the duo from below. The scarlet haired wizard reared back her spear and held it there. A yellow gem on her throwing arm was glowing brighter, gathering up strength and power.

"NOW!" yelled Erza.

Natsu's grin grew brighter than his hands. As Erza reared back the spear to its zenith, Natsu delivered a flaming punch into the back. As a result, the straw top of the tower blew apart, the spear shooting high into the sky like a rocket.

"They did it!" Happy cheered.

"What are they thinking?!" Lucy shrieked.

The Spear of Ha-Ja soared higher and higher into the sky, until the island below was nothing more than a dark spot in a vast blue ocean.

"Almost there!" Erza screamed.

Ben, meanwhile, crossed his arms over his chest and shook his head unconvinced. _'This is ridiculous.' _The teen hero thought. _'I don't care how powerful she is, there's no way she can destroy the moon with that spear.' _

Suddenly, there was a loud boom from above, which returned Ben's gaze to the sky. Shockingly, cracks began to spread over the purple, cratered orb. The villagers began to cheer louder at the sight of the cracking moon.

"NO WAY!" Lucy and Gray screamed simultaneously.

The Omnitrix bearer's expression, however, was priceless. His jaw had fallen to his knees as he looked up in utter shock at the spectacle.

"WHAT KIND OF FREAKY WORLD IS THIS!?" Ben yelled.

However, everyone's shock was replaced by confusion as the cracks spread out from the moon…and into the sky? It was true. The night sky around the violet glowing moon was starting to crack away. Without warning, like glass, the violet moon and the sky shattered into thousands of pieces, revealing a normal blue glowing moon in its wake.

"The moon?" Natsu trailed off.

"It's still there?!" Moka shouted.

Ben's panic evaporated as he eyed the cracking sky with curiosity. The moon wasn't destroyed, rather the sky. More pieces of the darker colored sky were breaking away, but the pace of its destruction was slowing down. Then, the gears finally clicked in Ben's head and realized what was going on.

He lifted up his sleeve and activated the Omnitrix. After scrolling through the holo-ring, he found an alien, and slammed down the core. In a flash of emerald, in his place stood a seven foot tall cycloptic humanoid comprised of purple rock. Its face and the spikes on his chest, back, and horn on his head were pink crystal. The Omnitrix dial was positioned on its chest.

"**Chromastone," **

The villagers who witnessed Ben's transformation gasped in awe. Chromastone ignored them and hovered off the ground, which made them gasp even more. The purple rock man flew up until he was at least fifty feet from the ground and stopped.

Chromastone held out his arms and discharged rainbow colored energy at four points on the half-broken dome over the island. The dark dome resumed its destruction as it finally shattered away into nothingness. The sky, stars, and moon above were back to their normal colors instead of being ominously darker.

Ben lowered himself back down and landed softly. He tapped the Omnitrix dial again, and in another green flash, he reverted back to his human form.

"It wasn't the moon that shattered," Lucy gaped, staring at the crystalline particles that rained around the island. "It was the sky."

From atop the tower, Natsu leaned over the railing, confused by this development. "What the heck is going on here?"

"As a result of the Moon Drip spell," Erza explained with a smile, "a nauseous membrane was covering the island."

"What?" asked Natsu.

"The Moon Drip released evil energy in the form of a gas." The scarlet haired beauty answered. "That gas crystalized and formed an invisible shell in the sky that covered the island. That's why the moon looked purple here."

Suddenly, the villagers became startled as brilliant light illuminated under their feet.

"Now that the shell is broken," Erza explained, "everything will go back to the way it was three years ago."

Then, the light vanished; however, nothing was changed. The villagers were still in their demonic forms.

"What happened? They're not transforming." Gray asked confused.

"Oh no," Happy muttered worriedly.

"That's because these are their true forms." Erza replied as she walked toward them, back in her normal armor after another flash of light. "The Moon Drip never had any effect on their appearance. However, it seems to have altered their memories."

"W-wait…what do you mean?" Lucy asked nervously.

"They think they're humans who have been transformed into demons, but it's the other way around." The redhead answered with a sly smile.

"So wait, you're saying…they're really…" the blonde mage trailed off, the anxiety in her voice growing.

"Yep, you got it." Erza smiled.

Lucy and Happy both screamed in shock while Gray and Natsu's jaws dropped. Ben himself was dumbfounded from this development as well, but he kept his composure better than the others.

"The villagers have always been demons." Titania continued, which caused Lucy to scream even more as she fell to her knees, holding each side of her head.

"Hey is that true?!" Gray demanded, getting in the face of a villager.

"Well…maybe," the villager stuttered, "my memory's still a little hazy. We all looked pretty human when y'all met us, didn't we?"

"Yes," Erza enlightened, "because you all possess the ability to take on human forms. Your false memories led you all to believe that your temporary states were actually your true forms. In reality, you were actually victims to the Moon Drip's side-effects."

"How come Lyon and the others weren't affected?" Ben inquired.

Erza turned to him. "I assume it's because they're human. As far as I can tell demons were the only ones susceptible to the memory loss. I knew what was going on as soon as the villagers said that they couldn't go near the temple. The moon's light was sacred, thus preachers of darkness couldn't go anywhere near it."

Before anything else could be said, the sounds of consistent beeping captured Ben's attention. He lifted up his arm to see the Omnitrix faceplate blinking yellow.

"_Un-catalogued DNA detected. Scanning," _the Omnitrix said.

Suddenly, the square faceplate slide back and allowed the core to pop. A yellow beam of light fired from the device and scanned a demon from head-to-toe. The demon had purple skin, horns, a black mustache and goatee on his face, and wore a grey pants and a white shirt and cape.

After it finished scanning the demon, the light disappeared as the Omnitrix shifted back into its normal position. _"Scan complete. Unknown DNA sample acquired. Initiating genetic randomization sequence," _

The members of Fairy Tail and the village all looked at Ben, dumbfounded by what his watch just did.

"Okay…didn't expect that." Ben said.

'_The watch scanned a demon? I wonder why it scanned it now though. That gas barrier over the island must've been interfering with the Omnitrix's ability to scan them.' _Ben thought. _'Well…no matter the case…I got a demon form now! Sweet!' _

The demon that the Omnitrix had scanned chuckled a little, gaining the others' attention.

"Well…that was unexpected…and felt a little tingly." He commented. "But I got to admit Titania, you're quite the detective. I knew I could trust you and your friends. Thanks wizards, I owe you one."

The group turned to the source and was stunned by who they saw. Lucy and Happy hugged each other tightly as they shrieked girlishly. Gray, Natsu, and Ben felt their jaws drop again from the sight of the purple-skinned demon that had appeared out of nowhere.

"It's the guy from the boat!" Gray exclaimed.

Moka felt his eyes tear up and his lips quiver from the sight of his son that he had presumed dead. "Bobo," he mumbled.

"Huh," a confused villager said, "but we thought you were dead!"

Bobo chuckled a little. "Getting stabbed in the chest hurt pretty bad, but you got to do more than that to kill a demon."

"But…on the boat…you just vanished into thin air." Gray mentioned, still flabbergasted from this new development.

All of a sudden, a pair of black, bat-like wings folded out from behind Bobo's shirt as he leaped into the air, hovering above them with his arms crossed.

"I sure hope you kids can forgive me for not telling you sooner." Bobo said.

"Whoa," Gray muttered, "he can fly?"

"Wow…things just keep getting weirder and weirder." Ben mumbled.

"I was the only one who didn't have any memory loss." Bobo explained. "I had to leave because everyone went nuts! I knew I was a demon, but everyone else thought that they were cursed humans." He then started laughing.

Finally, Moka couldn't take it anymore. "B-Bobo," he said. Then, a pair of wings folded out from behind his shirt as he soared into the air and wrapped his son up in a tight hug, tears rolling down his blue-skinned face.

Bobo hugged his father back, and said excitedly, "I'm so glad you snapped out of it, Pawps!"

The villagers all looked at each other and smiled widely, their memories finally returning. Similar bat-like wings appeared from their backs as they flew into the sky around Bobo and Moka, cheering in celebration of the returned Bobo.

Ben and the Fairy Tail mages looked up, happy smiles plastered across their faces.

"Yep, they're definitely demons." Erza commented.

"I don't know. When you look at their faces," Natsu pauses as he looked up at Moka crying in happiness for his son's return, "well…they kinda look like angels to me."

…

Later, the village was throwing a big feast to rejoice in everyone regaining their former identities as demons. Ben and the Fairy Tail mages were guests of honor for helping them. Ben, Lucy, Erza, and Happy were at the large table along with the other villagers, eating what was surprisingly awesome food. Natsu was to the side devouring the fire on torches, which intentionally startled Ben until he remembered that he could actually _eat_ fire.

Ben looked up from his meal of cooked fish to see Gray sitting close to a hut, a clique of villager girls swooning around him with hearts in their eyes. The ice mage, meanwhile, sat there with flushed cheeks and a sheepish grin on his face. They eventually pulled Gray to his feet and were tugging him to what appeared to be a dance area.

Ben grinned at the sight. _'Looks like Gray has his own fangirls.' _The teen hero mused. _'Should I be jealous that they're not trying to tear him apart like my fangirls back home do?' _

Lucy, Erza, and Happy eventually saw this too and couldn't help but smile as well. "Looks like someone's getting some attention from the ladies," Lucy teased.

"They'll scare him off eventually." Happy noted.

Ben laughed a little from the cat's comment.

"Well…I have to admit I was wrong about humans." Moka said. The group turned to the village chief, who was sitting close to Ben along with Bobo. "All of these years we have chosen to hide from the outside world, afraid that they would judge us by our appearance."

"You know the curse," Bobo added, "that was actually a rumor we started so nobody would come to the island and bother us."

"Well it worked. The sailors at the dock didn't even want to come here." Ben replied.

"I know. It's a shame." Moka conceded. "But thanks to you, we have changed our minds. You have restored our faith in humans and we are not afraid. We are ready to go out and make friends with people from other lands."

"That's good." Erza smiled. "Friendship is a beautiful thing. It's an emotional bond that transcends one's physical appearance."

Bobo chuckled in agreement while the others simply smiled, touched by Erza's words. Ben nodded, he couldn't agree more. He had made many friends over the years, most of them being aliens. So appearance really didn't bother the Omnitrix bearer at all.

…

Standing above a cliff that overlooked the village was Sherry, Yuka, and Toby in that order. The wizard trio was peering down at the settlement in the distance. They could hear the music, cheering, and festive activities going on inside the tall wooden walls that surrounded the village.

Toby turned to Yuka. "Are you really gonna go down there?"

"I have no choice." the blue haired mage replied. "It wouldn't be right to leave things the way they are now."

Yuka smiled sinisterly. "Toby, I would tell you to stay here with Cold Emperor Lyon, but I believe it would be best if you come with us."

Toby looked at the blue haired mage confusingly.

"We have to do this. It's all in the name of love." Sherry said determinedly.

…

The villagers continued their celebration; however, their party came to a screeching halt when three figures strolled into the village. The cheering and talking instantly stopped, some even gasped, when they saw who three people were, Sherry, Yuka, and Toby.

The girls huddled around a shirtless Gray were obviously scared. "What should we do?" one whispered.

"I'll take care of this." Gray said steely, standing up.

Ben and the other Fairy Tail wizards stopped what they were doing and gazed hard at the three former baddies. Ben was the first to stand up from his spot at the table, Erza followed. Both the Queen of the Fairies and the Bearer of the Omnitrix were glaring hard at the trio.

"Can we help you?" Ben asked sardonically.

"You, Take-Over wizard and your friends from Fairy Tail are tough." Yuka commented, a smug grin on his face. "The Cold Emperor was so banged up he couldn't make it down here."

"That's why we've come to pay you a visit in his place." Sherry added coldly.

Toby only barked in agreement.

"Wait just a minute!" Lucy yelled, getting to her feet. "I thought we were cool. Didn't Lyon tell you what happened?!"

"Yes," Yuka answered, "but that doesn't matter to us."

"We wanted to settle things with you ourselves." Sherry said.

"By the way, I'm still peeved about you making me paralyze myself!" Toby shouted, directing his gaze to Ben.

Erza's brown eyes narrowed at the three. '_Surely they didn't come here to fight' _she thought.

Natsu stepped forward, an eager grin plastered across his face. "Alright," he let up his right fist with fire. "Show me what you got!"

"Yeah," Ben came forward to, the Omnitrix already activated. "We're ready for anything you three can dish out."

"Natsu, Ben, wait!" Bobo called, gaining their attention. "As much as we appreciate it, we can't keep letting you fight our battles. We'll take care of this."

"Yeah," a villager behind Chief Moka and Bob cried. "Let us handle these clowns."

"Normally I'd agree with you, gentlemen." Erza said. "But I believe it's best if I handle this one."

The scarlet haired wizard sauntered toward Sherry, Yuka, and Toby, stopping a fair distance in front of them.

"We meet again, Titania of Fairy Tail." Sherry said. "You gave poor Angelica a pretty good beating earlier."

"She seems like a formidable opponent." Yuka sneered smugly.

Toby didn't say anything, he only grinned.

Erza said nothing; she only stared hard at the three minions of Lyon.

"Watch out for that creepy chick!" Lucy warned. "She can control inanimate objects."

"And don't even bother using your magic on, Mega-Brows." Natsu added offhandedly.

"Don't worry about dog-boy." Ben said. "All you have to do is trick him into paralyzing himself."

"Hey!" Toby shouted indignantly.

"I see," Erza replied calmly. "In that case," the redhead broke off into a sprint straight toward the trio. "I'll just have to do this the old-fashioned way!"

Erza ran up and delivered a forceful kick into a surprised Sherry, sending her flying back. She quickly spun and connected her left elbow with Yuka's face, forcing him to the ground with a thud. She turned to face Toby, who was backing up with wide eyes and sweat forming around his brows. Before the dog-man could react, Erza sent a wicked haymaker into Toby's face that sent him crashing to the ground right by Sherry and Yuka.

With her opponents subdued, the villagers, Ben, and other Fairy Tail members looked on in awe and shock from the quick spectacle.

"Whoa," Ben breathed, astonished by what he had witnessed. _'She's got fighting skills on par with Gwen…maybe even better.' _The teen hero wondered.

"Wow, she beat them without having to use magic." Lucy gaped.

"That's the mighty Erza for yah." Happy chimed.

"Would you cut that out already?" The annoyed blonde girl requested.

With pain-filled grunts, the trio slowly got back to their feet. Shockingly, Sherry smiled as she steadily got up. "You're truly an amazing warrior." She complimented.

As Yuka stood up, he wiped a trickle of blood off his mouth. "No kidding. We're no match for you." He added.

When Toby arose, his eyes were still spinning. "Roooooah…ain't that the truth."

Everyone eyed the trio conspicuously, shocked that they weren't fighting back.

"W-wait," Lucy stuttered, "you're not here to fight?"

Surprisingly, the three wizards looked to the ground with albeit shameful expressions.

"I doubt this is going to make up for all the bad things we did…but we wanted to apologize in person." Yuka confessed sincerely.

"Ooooh…so you came here to settle things in a good way." Happy realized.

"The Cold Emperor told us everything." Sherry said. "Thanks to you we can finally let go of the pain that Deliora caused us so many years ago."

"You mean…" Gray paused, "you were victims of Deliora too?"

"When we were children a monster ravaged our village. We watched it murder all our friends and family." Yuka explained.

"The Cold Emperor had a plan to kill the demon once for all." Toby continued. "That's why we followed him."

"You see," Yuka said, "we wanted revenge. And we were so focused on getting it, we didn't realize we were hurting innocent people."

"We were so blinded by our hatred that we didn't act any better than the demon itself. For now on, we'll treat other people with respect…and love." Sherry said.

Ben looked at the three wizards with sympathy. He felt bad for them. Losing all your friends and family had to be devastating, especially as a child. Ben knew that if something like that had happened to him, he would probably be bent on revenge too. The teen hero paused, recalling a very horrifying memory that took place two years ago.

'_No!' _Ben shook his head from a very unpleasant memory. _'Now's not the time for that. It's in the past.'_

"Alright then!" Natsu exclaimed happily. The pink haired mage appeared behind the trio, laying a hand on Sherry's and Toby's shoulders and bringing them in closer until they squished Yuka in the middle. "You guys should stick around and join in on the feast, eh?"

"But…we were enemies a second ago." Yuka mentioned, startled by this sudden change of attitude.

"I don't know if that's such a good idea because I'm trying to watch my figure and…"

Sherry's rant was cut short as Natsu squeezed them together closer. "Enough of the excuses, live a little will yah?!"

Seconds later, Natsu dragged them until they were seated at a table. They held their drinks in fear, the demons around them all staring at the trio.

"Alright! Now we're ready to party!" Natsu shouted.

And just like that, the celebration continued. Ben sat back down and smiled. _'This world is pretty strange,' _Ben thought, _'but I think I like it here.' _

…

Outside the village not too far away, perched in a tree was a short man with long, shaggy green hair and wore a demon-like mask that concealed the upper half of his face. Floating beside him was a bluish-purple orb.

Zalty grinned wickedly. He had witnessed everything that had taken place in the village. Without looking at the orb, the man asked, "Were you able to see all that, sir?"

"_Yes. Why did you restore the village?" _a smooth male voice came from the orb.

The green haired man turned and gave the orb a 'thumbs up', still smiling. "Cause I'm nice."

"_Hmm…some might say too nice. You better leave before they find you. Those Fairy Tail wizards, they could pose quite a threat if they get in our way, especially that powerful Take-Over wizard that was with them." _

Zalty grinned. He reached up for his mask and pulled it off, revealing a young man with spikey black hair. However, his form was then shrouded by bright white light. When the light faded, in the place of the man…was a woman! A young woman with long raven hair and wearing a white dress.

She stood up, still gazing at the village. "That is true." She replied.

…

The next morning, Ben yawned groggily as he emerged from his sleeping bag. He stood up and did a few stretches before he exited out of the tent. From the position of the sun, it looked to be mid-morning. Ben usually didn't sleep this late, but all the fighting and partying that took place yesterday had tired the teen hero out.

'_Man, some party last night.' _The Omnitrix bearer mused. _'Although I will admit, it was surprising when Yuka, Sherry, and Toby came to apologize. I'm happy they did though. Maybe now they can get on with their lives.' _

Ben walked around the village until he spotted Lucy, Gray, Natsu, and Happy by a hut. As Ben sauntered closer, he could see that Lucy was examining a faint scar on Gray's forehead; however, most of it was covered up by the ice mage's long hair. Natsu, meanwhile, had flaming torches in both hands and was consuming them like cotton candy. This still shocked the Omnitrix hero to an extent whenever he saw the Dragon Slayer do that.

"Hey guys," Ben greeted.

"Hey Ben," Lucy, Gray, and Happy said in unison while Natsu just nodded, his mouth still full of fire.

Ben looked around and noticed a certain trio missing. "Hey, where'd Yuka, Sherry, and Toby go?"

"Like typical party guests they stuffed their faces and took off." Happy replied.

Lucy continued looking at the cut on Gray's forehead. "Hmm…I think it's gonna leave a scar."

Gray shrugged nonchalantly. "Whatever, it doesn't matter to me."

"On your face?!" Lucy gasped.

Gray smirked and chuckled a bit. "I don't mind having a few scars as long as I can see them. It's the ones you can't see that sting."

"Well, aren't you a smooth talker." The blonde mage smiled.

Natsu, who was still in the midst of eating the flames on the torches, growled in response. Ben's brow arched, confused. _'I wonder what his deal is.' _Ben wondered.

"So you've got invisible scars?" Natsu mocked.

"SHUT UP NATSU!" Gray yelled. "Every time I say something cool you've got to ruin it!"

"How was that cool?" Natsu said.

Ben face-palmed, "Oh brother," he sighed.

_Later…_

The afternoon had come and it was time for Ben and the Fairy Tail wizards to head back home to Magnolia. The group was at the main gates, standing before Chief Moka, Bobo, and the villagers.

Ben, Lucy, Gray, Natsu and Happy were standing by Erza's wagon, which was packed full of suitcases. How the scarlet haired wizard got them on the island or carried them around was beyond the Omnitrix hero. Meanwhile, the ice mage and Dragon Slayer were pulling on one another's cheek for some reason.

"What?" Moka said speechless. "But Miss, you deserve the reward so take it. Please,"

"Thank you," Erza replied, "but your gratitude is payment enough."

"That's nice and all, but you really should take the money." The Chief argued.

"I'm afraid I can't since your request wasn't officially accepted by the Guild." She said. "It fell into the hands of foolish wizards trying to prove themselves. Ben, a guest our Guild, got caught up with them."

Moka laughed. "Foolish as they may be if it weren't for them we wouldn't have been saved." He continued. "What if I give you the money not as a reward but as a 'Thank You' gift? It's the least I can do after everything you've done for our village."

The group heard this and immediately turned their attention to the conversation, even Natsu and Gray had momentarily ceased their quarreling to listen in.

Erza was silent for a moment, a smile on her face. "Well…when you put it that way…you make it hard to say no."

Lucy, Gray, and Natsu smiled happily, the later breathing out flames of excitement. Even the villagers looked pleased to hear that Erza would accept their reward. Ben, meanwhile, only stood by with arms crossed, smirking from his friends' enthusiasm.

"We're rich!" Lucy squealed happily.

However, the anticipation for a big pay day instantly evaporated when Erza continued, "But I'm sorry. Accepting your reward would be contrary to our Guild's principles. However, we would be happy to take the Gate Key that you offered along with it."

"GATE KEY?!" Natsu and Gray shouted simultaneously, both furious.

Lucy, however, was super elated. "Come to momma!"

"Well…at least let me take you back to Hargeon." Bobo offered.

"Thank you, sir," Titania then glanced behind her to the shoreline, "but I have a boat waiting for me."

…

Along the shoreline of Galuna Island, a ship bearing a pirate symbol on its sails was anchored off shore. Ben, the Fairy Tail wizards, and the villagers were all on the sandy beaches with a dumbfounded expression, excluding Erza who was only smirking.

"A pirate ship?!" Gray exclaimed in shock.

"You kidding me?!" Lucy yelled. "Did she hijack it?"

"This is awesome." Happy said.

Suddenly, a horn sounded from the ship. Onboard, the pirate captain and his crew were all cheering 'Ahoy me Beauty' toward a certain redhead.

Ben glanced to Erza with a sly smile. "Ahoy me beauty?"

"That's right. They've grown quite fond of me." she replied.

Happy jumped in the air. "That's the great Erza for yah!"

Ben's smile faltered, a sweat drop falling from his brow. "Talk about a suck up." He muttered.

"Ahoy," the captain shouted, "come aboard my ship, mates!"

"Mates?" Gray repeated.

"I don't wanna!" the celestial mage complained. "I'm not riding that creepy boat."

Ben shrugged. "Eh, I've seen creepier."

"If you wanna swim I'll join yah." Natsu offered; a bright grin on his face.

"Are you insane!?" Lucy accused.

The Omnitrix wielder and Guild wizards all got onboard. The ship deployed its black sails, setting out for sea. The villagers all applauded as the vessel sailed farther away. Along the way, Ben was leaning against the railing, a good distance away from Natsu who was bending over the side with motion sickness.

The teen hero was reminiscing over the trip and all that happened. He couldn't help but smile proudly. With the help of his new magic-user friends, they'd successfully lifted a curse of amnesia for a village of peaceful demons. To add to it, the Omnitrix had actually scanned demon DNA. Inwardly, he was excited to see what his demon form looked like.

But Ben also felt deflated. He knew he wouldn't be staying in this universe for long. The new friends that he had made, who were crazy but still enjoyable to be around, he would have to leave them soon. However, our shape-shifting hero will soon find out that the horrible truth to why he can never return home.

…

**Era**

In the town of Era, the Magic Council's headquarters was a large, castle-like building that looked quite lavish on the inside and out. A young, raven haired woman in a white dress was in the office of Siegrain, one of the Ten Wizard Saints. He was a young man with blue hair, a red tattoo under and above his right eye, and wore a white shirt and pants with black trim.

"It's a shame Deliora didn't work out." the woman said.

Siegrain smiled. "Yes, it is rather unfortunate." He then closed a green book, and used his magic to telekinetically lift it up and place it back on the enormous shelf of books at the end of his office. "But we had no way of knowing the demon was already dead. It's a minor setback; I'll be more thorough next time."

The woman stepped forward. "Forgive me, Siegrain, sir. I had no idea that wench's magic was so powerful."

"You shouldn't speak of your mother that way." Siegrain chimed half-heartedly. "Don't cause Ur to shed another tear. She was a magnificent wizard who was greatly admired; in fact, if she were alive today I believe she would be counted amongst the Ten Wizard Saints."

The woman scoffed. "You give her far too much credit. My mother loved her magic and nothing else. It's no wonder why my father abandoned the wretch."

"They say the greater the loss a person suffers, the stronger they must become to triumph over it." Siegrain stated.

"I highly doubt my mother considered me a great loss." The daughter of Ur replied.

"Hmph, you never know. Perhaps she took on those students to fill the void that you left behind."

Before Siegrain could continue, the woman placed a finger over his mouth to silence him.

"Can we please change the subject?" she demanded rather than requested. "I think it's time to move on to the next stage."

Siegrain was about to respond until he noticed something. "Ultear, your face? What happened?"

All of a sudden, her left cheek began to redden as it swelled up into a big bump.

"THAT IDIOT NATSU PUNCHED ME!" Ultear screamed painfully.

Siegrain laughed in amusement.

"That certainly is a delayed reaction." He joked. With all jokes aside, the blue haired mage became serious once more. "So how was he? Did you find him to be a worthy opponent?"

Still holding her swollen cheek, Ultear replied, "I never had to use half of my power against him, but I was still impressed. It seems he is getting stronger every day."

Siegrain looked away, his smile turning into a frown. "I'm not surprised. He is Igneel's son. To realize my dream, he must continue burning brightly."

"However," Ultear continued, "it was really that Take-Over wizard that caught my eye. Not only does he seem to have an abundance of powerful forms, one which can control time better than me, but he is also not part of any Guild."

Siegrain looked back at the raven haired woman. "Yes…from all accounts this Take-Over mage is truly powerful. But it's come to my attention that Fairy Tail's Guild Master, Master Makarov, had sent a request to our archives a few days ago, requesting any information of a magical spell that can send someone into another universe."

Ultear's brown eyes bulged as she connected the dots. "Are you saying that…"

"That this Take-Over wizard," Siegrain interjected, "is really from another universe? Indeed he is. Though this is quite unprecedented, it is not impossible."

"Just to sate curiosity, did they find a way?" Ultear asked.

"They did." Siegrain answered, a smirk with hidden malice growing on his lips. "However, after observing this mage's nature, I am fully confident that he won't be going home anytime soon."

…

**Magnolia**

It was around evening when Ben and Fairy Tail's strongest team had just arrived back in the City of Magnolia, a clean, beautiful city that strongly resembled a 1920's-like town. They were walking down a stone street; Erza was pulling her wagon jam-packed with cases while the others walked ahead over her.

"We're home!" Natsu shouted exuberantly.

"Aye sir!" Happy said, flying beside him.

"I'm bummed." Gray muttered. "All that hard work for some lousy Gate Key,"

"Yeah," Happy agreed, "and that S-Class quest was some big time money."

"Well I'm sorry, but it wasn't an official job." Erza replied. "Just be glad you got something."

"Besides," Ben added, "we stopped an evil super-demon from arising and helped a village reclaim their memories. I'd say that's reward enough."

Erza looked at Ben and smiled. "I couldn't agree more."

"They got a point." Lucy said with a bright grin. "So quit your complaining."

Happy glanced back. "That's pretty easy for you to say. You got a reward." Then an idea popped up in the cat's head. "Can we sell it?!"

Lucy's jaw dropped in shock. "How could you say that?! You guys just don't get it. Zodiac keys are hard to come by. Sure there are lots of silver keys out there, but there are only twelve golden Zodiac keys, and I'm lucky enough to have five."

Natsu looked back, smirking. "It's too bad they're all crazy."

"You had better watch it, punk!" Lucy shouted. "Me and my Celestial Spirits are gonna be stronger than you someday!"

"Natsu, no offense, but you're kinda crazy too." Ben said in a playful tone. "Need I remind you that you did fight me just to prove who was the strongest?"

Natsu looked forward, grumbling. The memory of Cannonbolt spinning him at incredible speeds was still fresh on his mind. It was definitely something he didn't want to experience again.

"So what Zodiac key did you wind up getting?" Gray inquired.

Lucy beamed brightly. "It's Sagittarius the Centaur."

"So it's a horse-man?" Ben implied curiously.

"Yep," Lucy answered.

Suddenly, Erza stopped walking, her smile turning into a frown. "You're all so carefree. It's almost as if you forgot that you're supposed to face punishment when we get back to the Guild."

At that statement, Natsu, Gray, Lucy and Happy all looked back at the redheaded mage with horrified expressions.

"But why?" Natsu asked weakly.

"Everything worked out in the end!" Lucy added frantically. "Can't we just forget about the whole punishment thing?!"

"You're right. Everything did work out, but only because I came here to finish the job none of you were qualified to do." Erza replied sternly. "Stealing an S-Class request is a serious offense."

The four gasped in fear. Ben was the polar opposite as he stared at the Queen of the Fairies determinedly and fearlessly.

"Look," he held out his hands in a placating gesture. "I understand they broke Guild rules, but can't you cut them some slack? I mean, we did save that village from their memory loss and Natsu and Gray sent the final blow to Deliora. Besides, they did say they were sorry."

Erza eyed Ben austerely. "It isn't my choice to make. Although if you all promise to never do this again, I don't believe you need to be penalized by the Guild. But your fates lie in Master Makarov's hands so I'm sure you will be facing punishment. As for you, Ben, you are not a member of Fairy Tail, thus you cannot be punished for your actions."

"Well boy…that sure makes me feel better." Ben said sardonically.

"Now I'm really scared." Happy was holding his face, which plastered a fearful mien. "Do you think he's gonna make us do _that_?"

Gray's face paled considerably. He suddenly crouched low to the ground, holding his head frantically. "JUST KILL ME NOW! I DON'T KNOW IF I CAN LIVE THROUGH _THAT_ AGAIN!"

"You guys are freaking me out!" Lucy squealed.

Natsu, however, was smiling confidently. "Don't let 'em scare yah." He reassured, patting her shoulder. "I'll talk the old man out of punishing us. That guy loves me."

"I don't know if _you_ should do the talking." The blonde mage deadpanned.

"Natsu, you can't talk your way out of this one. Good luck with that." Erza grinned, and then she began to laugh.

The Dragon Slayer was still smiling, but his confident demeanor exploded as sweat poured down his face. Suddenly, Erza grabbed him by the bag on his back and dragged him across the ground.

"DON'T TAKE ME!" He screamed.

As Titania dragged Natsu away, Lucy remained in her spot shaking in fear. She finally couldn't hold back anymore as she shrieked, "Will someone please tell me what THAT is?! I'm totally freaking out!"

Ben could only smirk, shaking his head in amusement as he proceeded to the Guild Hall. _'These guys sure are crazy.' _He thought. _'But strangely enough…I'm starting to like them more and more.' _

…

In the Fairy Tail Guild Hall, everyone was relieved and excited that the team had come back unharmed and apparently victorious. Though Master Makarov was impressed that they pulled off an S-Class quest that still didn't damper his anger with them. The group was now standing before the short old man, who was standing atop the bar countertop.

He was wearing his orange and blue striped attire, his cane lying by him. His arms were crossed over his chest, his eyes fixed hard on the group.

Natsu, Gray, Lucy, and Happy were all shuddering from the hard stare. Ben, however, was calm and collected.

"Though I'm happy you all came back safe," Makarov admitted, "I'm still very disappointed with you four. Mark my words you will be facing _that_ kind of punishment."

Natsu and Gray held onto each other, shaking in trepidation. Lucy looked like she was fixing to scream at any moment.

"However, that will have to wait." Makarov turned his gaze to Ben. "Ben, may I have a word with you…alone?"

The group looked at Ben curiously. What could the master want with Ben that would require them to be alone? The teen hero's brow lifted in confusion. "Um…sure," he replied.

Makarov turned to Erza. "Erza, make sure that these four troublemakers don't leave, please."

The scarlet haired wizard nodded.

Ben followed the short man into a storage room. When the door was shut, Makarov jumped onto a crate, holding a manila folder. Ben sat down on a barrel. It was quiet for a moment as the aging man was making sure nobody was listening in from the outside. Certain that nobody wasn't, he gazed hard at the brunette haired teen.

"Ben, remember when I said I sent a message to my colleagues, asking if any type of magic that can send someone to another universe existed?" Makarov asked.

He nodded. "Yeah,"

"Well…I just received a response…and there _is_ one way."

Ben's eyes widened. He was about to get up and jump around, happy that he was going home. However, his excitement was short-lived when he noticed the Fairy Tail master looking at the floor, a grave expression written on his face.

'_Something's not right.' _Ben noted.

"That's…g-great, but…why do I have the feeling that you're about to tell me something bad?" Ben said nervously.

Makarov looked back up at the shape-shifter. "There is one magical spell that is powerful enough to rip a hole in the space-time barrier; however…it is…a diabolic ritual."

"W-what do you mean?" Ben asked fearfully.

The old man sighed. "Twelve years ago, an unknown, evil wizard had appeared in Fiore. What didn't know his name or where he came from, but he was determined to cause destruction and apparently conquer Earthland. Several S-Class mages from different Guilds were sent to fight him.

"Though he was powerful, he was outnumbered and overpowered by the S-Class mages. They had him on the run. He managed to escape them and disappeared into a vortex of pure energy…but only by using…a blood-powered ritual." He explained.

Ben felt a couple sweat drops pour from his face. Why did that not sound good? "Blood-powered ritual?" he repeated.

Makarov nodded. "He used a spell powered from the sacrifice of one thousand people in the small village of Gardenia."

Ben felt his fists clench, his anger rising. This evil dude had murdered a thousand innocent lives for his own selfish reasons. People like that made him sick!

"You don't know who he was?" inquired Ben.

Makarov pulled something out of the folder he was holding. It was a photo. He held it out to Ben who took it.

"We only have this photo."

As soon as he saw the man in the photograph, Ben's eyes bulged in shock while his breath caught in his throat. There was no mistake, that red and black hood and attire, that skull-looking face, and those golden malevolent eyes. It was a face he hadn't seen in at least eight years.

"Hex," Ben growled.

Makarov blinked twice. "You…know him?"

Still angry, Ben looked back. "Yeah…his name is Hex; definitely an evil wizard. Me, my cousin Gwen, and Grandpa Max fought him eight years ago…that same summer I got the original Omnitrix." He turned back to the photo. "What was he doing here?"

Makarov shrugged. "I'm afraid I don't know that."

"What Hex did was…horrible, and if I ever see him again I'll make sure he pays." Ben muttered. "Still…what's all this got to do with that spell that can send me home?"

The wrinkled man sighed deeply. "Ben, I'm saying that this blood-sacrifice spell _is_ the only thing that can send you home."

That was the shocker. Ben's expression transformed from anger into mortification. He felt his entire world shatter like glass. The Omnitrix hero couldn't believe it. The only way for him to get back to his universe…was to kill one thousand people.

'_This…this can't be right. THIS CAN'T BE RIGHT!' _Ben shouted inwardly, feeling a raging emotional conflict occurring within him.

It felt like an eternity had passed. Ben subconsciously dropped the photo, his body shivering ever so slightly. Any dimwit could see that Ben was in shock. Master Makarov looked at him with deep sympathy. He couldn't imagine what he was going through.

Ben turned away, his head hanging low. "I…I…need to be alone for a while." He mumbled.

The old mage nodded. "I understand," he said softly.

Ben activated the Omnitrix, selected a head icon, and slammed down the dial. In a flash of emerald, Ben was replaced by a blue, feline-like humanoid wearing a black jumpsuit with a thunderbolt design on his chest. Without saying a word, Fasttrack zoomed out of the room.

In the Guild Hall, everyone was talking with one another, having a great time. Natsu, Gray, Lucy, and Happy were all seating by the bar, waiting for Makarov to return. Erza stood close by to destroy any attempts at escape.

Jet was getting up from his table; suddenly, a blue blur zipped right past him, causing him to spin in place. The blue blur went out the front doors and zoomed down the streets of Magnolia. Any citizens that were nearby only caught a short glimpse of the blur, but could feel the wind in its wake.

Back in the Guild, Jet finally ceased spinning and collapsed to the floor in a dizzy heap. Everyone was confused as to what happened.

"Whoa," Gray breathed, "what was that?"

"You think it was Ben?" Lucy asked.

"If it was…why would he be in such a rush to leave?" Happy added.

As Jet returned to his feet, Levy smirked at him. "Told yah he had an alien faster than you."

The fast mage moaned as he slumped.

As the Guild members pondered on why Ben left in a blur, nobody noticed Master Makarov walking out of a storage room. His eyes were closed and his head held down. He jumped up to sit on the bar countertop, crossing his legs as he did so.

Mirajane came over. "Master, did you tell him?" she asked in sorrow.

Makarov nodded. "I did."

"How'd he take it?" she inquired.

The Guild master was silent for a moment. "He was…upset…and sad. He just needs time to process all this. It can't be easy for him."

"What can't be easy for him?"

Makarov and Mirajane glanced to the side to see several wizards looking at the duo, who apparently had overheard their conversation.

"What'd you tell Ben, gramps?" Natsu asked calmly.

Makarov sighed. He could tell them nothing; however, he knew from the way that they were all staring at him that they were determined for answers.

"You kids might want to take a seat…this is going to be a long story." Makarov said forlornly.

…

Night was steadily approaching over Magnolia. The sun was over the horizon as the sky became an assortment of red, orange, and yellow. Outside of Magnolia, along a mountain range, a blue blur zipped across a narrow road that scaled up a mountain.

Finally, Fasttrack came to a halt at a dead end along a steep cliff. Magnolia and the ocean could be seen in the distance. The sun and the warm colored sky gave the scene a beautiful, serene feel; however, a certain shape-shifter was feeling far from serene at the moment.

In a flash of emerald, Fasttrack reverted back into Ben. The jacket-wearing teen sat down, letting his legs hang freely over the ledge. He wasn't very concerned by the cliff, not that he needed to be. When someone has access to several dozen alien transformations, some which can fly, one tends to look past the fear of heights.

Ben's head hang low, a crestfallen expression plastered on his face. He was still trying to wrap his mind around what Makarov had told him.

'_The only way for me to get home…is to do the one thing I can't do.' _Ben despaired.

The only magical spell in this world that was powerful enough to open a portal to another universe required the blood sacrifice, willing or unwilling, of a thousand people. To add to it, Ben had also discovered that one of his old enemies, Hex, had been in this world twelve years prior and had performed that satanic ritual, killing an entire village in the process.

Ben's fists clenched in anger, his body trembling in rage. He'd known Hex was evil, but murdering an entire village was enough to send the teen hero over the edge. Suddenly, Ben got up and let out a yell.

He activated the Omnitrix and slammed down the core. In a flash of green, he was replaced by Humungousaur. Without shouting out his name, Humungousaur breathed in-and-out rapidly, his green eyes aflame with fury. His attention was grabbed by a huge boulder lying off to the side.

With a mighty yell, Humungousaur rushed to it, reared back his fist, and slammed it into the rock. Tiny bits of pebbles went flying off as large cracks formed over the massive boulder. Humungousaur didn't let up as he continued pummeling away at the boulder, yelling while doing so.

After a minute of nonstop hitting, the boulder was eventually reduced to a pile of rubble. Humungousaur fell to his knees and slammed his fists into the ground, cracking the ground in the process. He inhaled through his mouth and exhaled through his nostrils, feeling his rage simmer down into exhaustion.

In a flash of emerald, Humungousaur transformed back to Ben. He was panting, drops of sweat pouring from his face. He remained in that position a few more moments.

'_Hex,' _Ben snarled inwardly, _'believe me when I say this, if I ever see you again…I'm gonna make you pay for what you did to those people.' _

The Omnitrix hero lifted up his head and looked forward. The orange sun was setting along the horizon as the warm colors in the sky reflected off the ocean. Ben stared at the scenery longer, feeling the anger within him shift into calmness. He walked back to the ledge and took his previous seat.

'_So…unless my friends or Professor Paradox can find me I'm really stuck here.' _Ben thought.

He then shifted his gaze to Magnolia where he could see the small buildings, the Cathedral, and the Fairy Tail Guild Hall in the distance. Ben focused primarily on the Guild. He was recalling what Master Makarov had offered him on the first night he came to the Guild Hall.

"_I am offering you a chance," _Makarov said_, "I have sent out messages to some colleagues of mine to look into any type of magic that can send you home. If, however, there isn't any, I will offer you a place here for as long as you wish to stay."_

Ben still felt touched from the old man's offer to become a part of his Guild and his "family". He looked back on the events that had transpired on Galuna Island. He remembered fighting Angelica, Lyon, his minions, Zalty, and then nearly getting killed by Deliora. It was only because of Natsu and Gray he was still alive.

Ben smiled. He had to admit that he, Natsu, Gray, Lucy, and Happy made a great team. He never got to fight alongside Erza but from what Ben had heard, she was a very skilled warrior. After all, he did witness the scarlet haired mage change into a suit of armor and destroy that giant "lens" over Galuna. That was awesome, and Ben's gut told him that was only a taste of her power.

He continued to stare at the pagoda shaped building that was the Guild Hall. Inside of which resided wizards with a variety of powers and people willing to bring him into their "family". Though nearly everyone in there was crazy in their own way, they still used their magic powers for good and protected the innocent. They were heroes, people he can relate to. More importantly, they had grown to become good friends to him.

Ben sat up, standing close to the ledge. His anger from moments ago had drifted away as he smiled down at Magnolia. _'Well if I'm going to be here for who knows how long, then I should be with friends...' _He then glanced at the Omnitrix adorning his wrist. _'…and I should be where I can use my powers to help people.' _

That latter thought got Ben to thinking over Master Makarov's offer. Should he accept it? After all, he was going to be here for a while, and what better place than Fairy Tail where he could help people and have friends beside him? The brown haired teen grinned; he had made up his mind.

He tapped the Omnitrix faceplate and scrolled through his playlist of aliens. When he found the form he wanted, he suddenly jumped off the cliff. Any person who saw this would think Ben was committing suicide; however, as he slapped down the Omnitrix core, he instantly transformed into a red, manta ray-like creature.

"**Jetray," **he shouted.

Jetray flew away from the mountain and descended back to ground level. When he approached a dirt road that led into Magnolia, he lowered to the ground and tapped the Omnitrix dial again.

"**Fasttrack" **

The quick, feline-like alien sprinted down the road in a blur, leaving a trail of dust in his wake. Fasttrack continued running along the road that led back to Magnolia, one specific building as his destination.

…

Master Makarov spent at least half an hour explaining the blood-powered spell to his "children". They were all mortified that such a spell even existed. But they were really sorry for Ben. He was away from his home and the only way back was to do something that he could never do.

"Oh man…this is gotta be tough for him." Gray muttered, referring to Ben.

"And horrible," Lucy added, feeling sympathy for the shape-shifter.

"You think he'll come back?" Natsu asked.

Everyone looked at him with unsure expressions. Nobody had an answer to that. Trying to picture yourself stranded in another universe and murdering people in the quadruple digits being the only alternative back was not easy to fathom.

Makarov shrugged, still with his eyes shut. "No one can say, but…I fear Ben may believe there is no point in coming back."

Erza sat at the bar, staring at the countertop with a neutral expression, but her mind was somewhere else. She was still processing what Makarov had told them about Ben's situation. Titania felt for him and she wondered if he would come back. She knew little about this Take-Over mage but she knew he was strong and possessed a good heart.

She then recalled the two incidents when she had her sword at Ben's throat. Unlike everyone else, he did not cower in fear or beg for forgiveness…he was calm and unafraid. Erza knew that everyone in the Guild feared her and acted at their best around her, but Ben…he didn't seem fazed by her at all.

All of a sudden, Erza's musings were interrupted when the main doors popped open and a blue blur zoomed inside the Guild. In a blink of an eye, Fasttrack came to a stop in front of the group of wizards by the bar.

Fasttrack tapped the Omnitrix, and in a green flash, transformed back into Ben. He stood tall with a smile on his face, which bewildered everyone. Earlier Ben had rushed out upset, but now he seemed…happy?

"Ben, you're back!" Happy cried, flying around him.

The shape-shifter laughed a little. "Of course, it's not like I got anywhere else to go."

"Master Makarov told us about that blood-powered spell." Gray mentioned in a grave tone.

Ben's smile faltered a bit. "Yeah…it…sucks pretty badly, but hey I'm not gonna whine and groan about it."

This made a few mages blink in confusion. Most people would be devastated if they were put in Ben's current predicament, but instead he was carefree and cherry despite his ordeal.

"W-wait…so…you're not sad about not being able to go home?" Lucy asked.

"Don't get me wrong, it is…depressing that I probably won't ever see my friends and family again." Ben paused, looking away for a moment. Anyone could see the turmoil taking place within him. "But…they wouldn't want me to lay around all depressed; they'd want me to live out my life."

The wizards gathered were shocked from his inner strength. Though he probably would never see his family and friends again, he always looked for the positives.

Ben grinned. "With that said," he turned to Master Makarov seating on the bar table. "Master Makarov, remember that offer you gave me a few days ago?"

The old man looked at him. "Yes, why?"

Ben's grin grew wider. "Well…I'm here to take you up on that offer."

Makarov's eyes widened, his jaw almost falling to the floor. "W-what? You mean…you…"

Ben chuckled. "That's right. I want to become a part of Fairy Tail."

That was the real shocker. Nearly everyone's eyes bulged wider than saucers and their mouths almost fell off their faces. However, the shock quickly faded and was replaced by joy.

"No way, dude, are you serious?" Gray almost shouted.

"I wouldn't have said it if I wasn't." Ben smirked. He then turned to Fairy Tail's master. "That is, of course, if your offer still stands."

Everyone looked at the orange and blue attired old man. The Guild master gave Ben a hard stare as if he were scanning his well-being. Finally, after a short tense moment, he held out his small hand, which Ben took and shook.

Makarov laughed. "Of course it does. You're welcome to stay here as long as you like. Welcome to Fairy Tail, Ben Tennyson."

All the wizards present cheered in excitement for Ben, for he was now the newest member of the Fairy Tail Guild and family.

"ALRIGHT!" Natsu yelled as he patted Ben on the back. "Welcome to our Guild, buddy!"

"Aye," Happy agreed, flying over the teen hero.

Gray came to Ben's other side and added, "Yeah, you're really gonna like it here, man."

Ben smiled. "Thanks. I have a feeling I'm gonna like it here too."

Everyone cheered for their newest soon to-be member. Not only would they have another friend and ally, but a very powerful one at that. Erza watched the group of wizards crowding around the teen hero. She smiled, feeling happy for the shape-shifter. Though he could never go home, he was still able to move forward with his head held high.

A sudden realization came to Erza, causing her to smirk. _'At least now if he defies a Guild rule, I can punish him for it.' _

…

**A/N: Whoa! I gotta admit, this was a pain to write, but it was fun nonetheless. Sorry I took so long. Ben 10: Prime Force, school, and life kept me preoccupied for a while. Hope this long chapter makes up for it. **

**Anyways, yeah, Ben's about to be a new member of Fairy Tail. Awesome! For those who are looking forward to the Ben/Erza pairing, keep in mind that's a long ways off from now. However, along the way there will be slight moments between the two. **

**So, for the next update, I won't be doing both "Changeling" or "Natsu and the Dragon Egg". You'll have to decide which one I do. You can give me your answer in the review box. I personally believe I should do at least one of these two before I get to the Phantom Lord arc. **

**Also, I have an awesome OC on the way who will serve as Ben's rival. The OC isn't mine but the author has requested I keep his identity anonymous, which I can respect. I'm sure you'll all like him. Ben better be prepared for him though, he is definitely no pushover. **

**Thanks for all the reviews, follows, and favorites for this story so far. I sure hope my first original chapter in all this was good. Hope I made you proud **_**Muffin**_**. Please review and give me your honest opinion on the chapter. **


	8. Changeling

**A/N: Well it was pretty obvious who the winner would be. I suppose it was foreseeable since "Natsu and the Dragon Egg" was really just a flashback episode. Not much room for Ben in there. Besides, "Changeling" was super funny and I most likely would've written it anyways. **

**I guess I should tell you this so you don't get confused, but since characters are getting body swapped in this chapter, I'll be writing the name of the character who is speaking, a slash, and then the name of the previous character's body they inhabit. For example, if Ben and Elfman get switched, I would write it like, (Ben/Elfman) when Ben talks and (Elfman/Ben) when Elfman talks. **

**Hope that's easy to understand; FYI, Ben won't get swapped with Elfman. **

…

**Ultimate Fairy**

**Chapter 8: Changeling**

…

**Magnolia **

In the Fairy Tail Guild Hall, the newest member of the Guild, Ben Tennyson, was sitting at the bar. He was drinking a very fruity, non-alcoholic drink. The closest thing he could get to a smoothie in this universe. Inwardly, that confused the shape-shifting hero. There were all kinds of magic in this world, yet no one had ever invented the smoothie?

Inwardly shaking his head from that thought, Ben reminisced on recent events. Yesterday, he and Fairy Tail's strongest team had just arrived back from Galuna Island, and he was told the tragic truth to why he couldn't return home. Though Ben was really bummed that he probably wouldn't see his friends and family for a long time, he stayed positive; in fact, Ben had a gut feeling telling him that this is where he needed to be.

Back home, crime and evil was at an all-time low thanks to the Galvan supplying the Plumbers with new, highly-advanced weapons. His hero career had begun to die away, not that Ben minded. He was mature enough to know that was good, but with all his powers, what was the point in having them if he couldn't use them anymore? However, in this universe full of magic, there was always something bad going on. This was the perfect place for a superhero like Ben Tennyson to be.

Today, Ben had become an official member of Fairy Tail, and this morning he had had his mark "stamped" on him. The teen hero had the Fairy Tail symbol, which was green with a black outline, placed near his left upper arm, near his shoulder. But when Ben noticed that everyone's Guild mark was where it could be seen easily, he decided to have another stitched to his jacket. Mirajane kindly stitched a white Guild mark on his upper left jacket sleeve.

Currently, as Ben sat on a stool and sucked down his drink, near him were Wakaba, Elfman, Mirajane, Macao and Cana. He was telling them the story of how he defeated the Highbreed; the adventure that made him famous throughout his universe.

"No way," Wakaba said.

Ben smirked. "Yes way."

"You saved your entire universe from these Highbreed?" Cana said in a stunned manner.

The emerald eyed teen nodded. "Yep, and I even used the Omnitrix to reconfigure their DNA and save them from extinction."

"Wow!" Elfman exclaimed, and then he smacked his hand into Ben's back. Ben grunted as his gut was slammed into the counter's edge. "Finally, we have another man in this Guild besides me!"

As Ben straightened up, he said, "Uh…thanks, but remember when I said I wanted to be a man in one piece?"

"Hey, what's that supposed to mean?" Macao accused indignantly toward the white spiky-haired giant.

"You know what it means you little wuss!" Elfman yelled.

Suddenly, before anything else could be said, the front doors to the Guild opened. Stepping inside was Erza with Gray, Natsu, Lucy, and Happy behind her. The ice mage and Dragon Slayer were wearing their usual attire whilst Lucy had changed into a blue shirt with brown shorts.

"Is Master Makarov here?" Erza asked in her commanding voice. "He never could get around to punishing these four yesterday."

"Still with the punishment thing?" Ben asked, folding his arms over his chest.

"Hey! Why isn't Ben getting punished?! He's a member of our Guild now!" Gray demanded.

Erza turned and gave him a glare, which made the ice mage flinch back in fear. "Because Ben wasn't a member of Fairy Tail at the time you fools went on that quest, thus he can't be punished for his actions."

Ben smiled slyly as he folded his arms behind his head. "Tough break for you guys."

The three mages and cat looked to the floor with downcast looks. "Shut up, Ben." Lucy mumbled.

"I'll ask again, where is Makarov?" Erza demanded.

"He went out of town for some kind of last minute council meeting or something like that." Macao answered.

"He just left a few hours ago." Ben added.

Immediately, Natsu, Gray, Lucy, and Happy let out collective sighs of relief.

"Well, that was a close one!" Natsu beamed brightly.

"Yes," Gray fist-pumped, "we won't have to deal with _that_ until Gramps gets back."

"Oh thank goodness!" Happy added, crying in joy. "I was so afraid of staring in the face of death!"

"I CAN'T STAND IT ANYMORE!" Lucy shrieked, pulling her blonde hair in frustration. "YOU GUYS ARE REALLY FREAKING ME OUT! HOW IS HE GOING TO PUNISH US? I'M SO YOUNG AND I HAVE SO MUCH TO LIVE FOR!"

"ALL OF YOU SHUT UP!" Erza commanded.

The group instantly ceased their talking and shivered in fear. Natsu and Gray even held onto each other, both afraid from the redhead that haunted their nightmares. Ben even felt a little startled from the power in her voice.

"Do you know when the master is planning to return?" the scarlet haired mage inquired.

"No," Mira replied, "but I would imagine he'll be coming back any time now. The meeting place isn't too far away."

Erza nodded, placed her hands on her hips in an authoritative matter, and turned to face the four behind her. "Okay listen up, you're not getting off the hook!" she said in a raised voice. "You broke Guild rules by taking on that S-Class quest, prepare to be punished."

Natsu, Gray, and Happy immediately hugged each other in support, whimpering in fear.

"How do I prepare myself when I don't even know what's going to happen?!" Lucy screamed.

Ben cocked a brow. _'Geez, Erza sure does have a way in striking fear into everyone.' _

"Well, it was nice knowin' yah." Wakaba joked. His smile then turned into a frown as he looked away. "It's a crying shame. Those two boys are one thing, but I can't believe Lucy's getting punished too. Oh you poor girl,"

Lucy paled, a sweat drop running down her face. "Oh you poor girl?"

Natsu and Gray, meanwhile, overheard Wakaba and started walking toward him with angry looks.

"Hey! What's the deal, man?!" Natsu demanded furiously. "How come you don't feel sorry for us?!"

"Why are you involving me with this loser?!" Gray added.

Before anyone could stop it, a fight broke out between Natsu, Gray, and Wakaba. The former two traded insults back to one another as they fought Wakaba and each other. Ben watched this spectacle in bafflement as a sweat drop rolled down his face.

'_People around here sure like to fight.' _Ben mused; however, that thought made him reflect on when Natsu and he (had) fought a few days ago. _'Well…he called me out. It's not like I went looking for a fight.' _

"The big part of being a man is owning up to your actions." Elfman stated. "You hear that you two?! It's high time for you to man up!"

"It's not fair!" Happy cried as he flew around, trying to get the others' attention. "I'm the cutest one here! Why doesn't anyone feel sorry for me?"

"Will someone please tell me what's going to happen to us?!" Lucy said in an obvious panic.

Ben couldn't help but smirk. Though these people were crazy, they did provide quality entertainment that you had to pay for back in his universe.

…

Later, Ben, Natsu, and Gray were standing in front of the Request Board. It was a board on the wall with various wizard jobs posted all over it. However, the trio was mainly focused on a particular job request in the center. The request was printed on black paper with white ink, had two eyeballs at the top, and a bunch of indecipherable scribbles all over it. The only thing readable was the big "Read This" at the top and a "500,000J" reward at the bottom.

Needless to say, it quickly caught their attention. That was a lot of money, and Ben was beginning to realize he would need to start earning a wage. After all, he didn't plan on staying in the Guild's storage room forever. Nevertheless, this request was really drawing blanks with the three. It was kind of hard to accept the job when you couldn't even read the request.

"That's a weird looking job request." Natsu commented.

"Yeah, it is." Gray agreed.

"I don't even think my brainy aliens could decipher those words...if that's what they are." Ben added.

"You guys are back. What's up?" a voice said.

Ben turned around to see a teenage boy around his age. He had orange hair, glasses, and wore a dark green jacket with white fur trim around the hood. _'What was this guy's name? Oh right! Loke,' _Ben thought.

"Not much man," Natsu replied nonchalantly. "What the heck? I can't even read it."

"Read what?" Lucy asked, stepping forward to see why they were gathered around the Request Board.

All of a sudden, Loke flinched away in shock. His eyes were wide open while his jaw looked ready to fall off his face.

"Whoa! You're back too Lucy?!" Loke shouted.

"Geez, it's really nice to see you too." The celestial mage said sardonically. "What is your problem with me?"

"I…uh…nothing," Loke quickly turned and made a break for it; however, he smacked straight into Erza and fell on his back unconscious, groaning in pain. Ben couldn't help but wince from the impact Loke had with Erza and then the floor.

"No way!" Erza yelled, ignoring the knocked out Loke on the floor. "You two will not be taking any requests!" She was of course referring to Gray and Natsu.

"Real smooth," Lucy commented.

"Do they have to be so noisy?" Cana asked, sitting at a table while drinking a mug of beer.

"Who cares? They're like the coolest, especially that Take-Over mage." A black haired kid sitting by Cana named Romeo, said.

Cana looked at Romeo incredulously. "You're kidding me, right?"

"Decipher this text and I'll increase your wealth by five hundred-thousand jewels." Natsu read out, and then turned to Happy. "This sounds like a winner to me, what do you think?"

"Sure does!" Happy agreed.

"So it's a translation job?" Gray inquired. "That's a weird request for a Guild."

As the ice mage studied the paper further, he noticed something odd about the writing. "Hey wait a second, that's some crazy ancient stuff. No one's gonna be able to read that." He then turned to Ben. "Ben, you gotta any transformations that could read that?"

Ben shrugged. "I don't know. Grey Matter or Brainstorm might, but like you said, that writing is ancient…so there's no guarantee."

"Hold on, it's written in modern letters too." Happy noted.

"I thought I told you no jobs." Erza stated firmly.

"Yeah, I can totally read that!" Natsu said, ignoring the redheaded mage. The pink haired wizard looked down at the paper and read out, "Ugo deru rasuchi boro kania…" Natsu groaned as he grasped both sides of his head. "What?! That's crazy!"

Suddenly, the request paper began to (shine) brightly, casting different colors of the rainbow on the group who were transfixed on the glowing paper. The light show caught Macao and Wakaba's attention as they sauntered closer to it.

"What's going on?" Macao asked quietly.

"That's just sad." Wakaba commented. "Those kids are so scared of the master's punishment that they're sweating rainbows."

"That's enough booze for you." Macao replied.

A few seconds later, the light died away. The group stood there momentarily until…

"What gives? I'm so cold." Gray remarked, wrapping his body with his arms as he shivered.

That statement puzzled the other mages as their eyes opened slightly. Since when did Gray get cold?

"What? Ice mages don't get cold you big cry baby!" Elfman shouted.

However, Gray was chattering his teeth as his body shook to the core. "I-I'm serious, I'm super cold right now!" Gray shivered.

All the wizards present stared at the raven haired teen, dumbfounded.

"What the?" Natsu snapped out of his stupor, his face sweating a bit. "What's going on? Why do I feel so…hot?"

"Uh…Natsu, are you alright?" Macao asked stupefied. "You've never complained about being hot."

"What are you…?" Gray trailed off. When he caught sight of Natsu, his mouth fell to the floor. "What the heck?!"

"Oh wow!" Lucy squealed happily; however, her cheeks seemed rosier than before. "Check me out, Natsu!"

"Hey! Did you guys get taller or something?" Happy, who was standing on the wooden table, inquired. Suddenly, his eyes widened a bit. _'Uh…what happened to my voice?' _The blue cat brought up his paws to his face. His jaw almost fell off from shock.

"What the?! I'm a cat?!" Happy shrieked.

"Uh…yeah…Happy, that's kind of a given." Wakaba noted, though in a bewildered fashion.

The azure cat turned to him and glared. "I'm not Happy, I'm Lucy!"

"WHAT?!" Wakaba, Macao, and Elfman all shouted in unison.

"Why is everyone behaving so foolishly?!" a male voice demanded.

The wizards turned to see Ben standing tall, firm, and more composed than ever. The green jacket-wearing teen was staring hard at the group in a way the other mages had never thought possible. Although, the way he was looking at them did remind them of one person…

"Uh… guys?" Everyone) turned to see Erza. She was holding out her armored hands, studying them as well as the rest of her body in a perplexed matter. She looked at them and asked, "Um…why am I in a girl's body?"

The present group of Fairy Tail wizards, minus the Ultimate Team, looked at the redhead strangely. However, the second Ben caught sight of Erza, his composure faltered while his green eyes widened tremendously.

"W-w-wha…" Ben stuttered in shock.

"Uh…I'm no doctor but I would guess it's because you are a girl, Erza." Macao implied, rubbing the back of his head sheepishly.

Erza cocked a brow. "I'm not Erza, I'm Ben."

"WHAT?!" everyone cried.

That was the real shocker. First Happy says he's Lucy and now Erza was saying that she's Ben. What in the world was going on?

"Oh wow!" The groups turned to Lucy and were met with a shocking sight. "I could be wrong, but I don't think I've always had these. Have I?" The blonde mage remarked, fondling her large breasts.

Wakaba, Elfman, and Macao were left dumbstruck; they were hypnotized and drooled in excitement. Happy, meanwhile, was absolutely appalled as his eyes bulged out. Immediately, the blue cat eyed down the blonde angrily. Happy quickly leaped off the table, flying straight toward the blonde girl.

"Why you!" Happy yelled furiously. "Lucy kick!"

The azure feline landed a direct hit in Lucy's stomach; however, Happy's blow only caused Lucy to grunt a little while he himself received more pain. Happy collapsed to the floor, his right leg throbbing in pain. Lucy and the others stood above him.

Lucy/Happy rolled over to her paws and knees. "What's going on here? Why am I, Happy?" Lucy/Happy mumbled softly. "I'M TOTALLY FREAKING OUT HERE!" she yelled out.

"Ugh…" Loke finally came to as he steadily got up from the floor. "Man, my head." As the orange haired teen's vision focused back to normal, the first thing he saw was a certain blonde mage in front of him.

When she turned away from Lucy/Happy on the floor to look at him, she smiled and waved sheepishly, "Hi!"

"AAHH!" Loki cried out, flinching backwards before bolting in the other direction, leaving a confused Lucy behind.

"That was weird." Happy/Lucy commented.

Elfman, Wakaba, Macao, and Mirajane were left dumbfounded and speechless over everything they were seeing.

"What's going on here?!" Lucy/Happy cried. "First I'm a cat and then there's this creepy lookalike of me!"

"Uh? What are you talking about?" Gray/Natsu asked, cocking a brow in confusion.

"How could all of you be so foolish?" Erza/Ben demanded sternly, standing in front of them. Her voice obviously sounded like Ben's but with a more commanding tone to it. "Isn't it obvious? We've all switched bodies!"

"WHAT?!" Lucy, Gray, Natsu, and Happy shouted simultaneously.

Ben/Erza wasn't as shocked as the others. This wasn't the first time he got body swapped with someone. It had happened to him and his cousin Gwen when they were only ten. So, in reality, this was actually Ben's second time getting switched into a girl's body. Talk about awkward.

Natsu/Gray stepped closer to Ben, panic in his eyes. "Stop fooling around, Ben!"

"I'm Erza you dimwit!" Erza/Ben retorted.

"W-wait…" Lucy/Happy stuttered, "So…you mean…"

"Yes," Erza/Ben replied. "Natsu and Gray, Lucy and Happy, and Ben and I, we've all switched bodies."

"HUH?" everyone in the Guild, besides Ben/Erza, said in astonishment.

"Well," Ben/Erza shrugged, speaking in Erza's voice, "this wouldn't be the first time I've switched bodies."

"HUH?" Lucy/Happy gasped, looking at the redhead speechless. "You've actually switched bodies before?!"

The others overheard what Ben/Erza said and looked at him incredulously. "Yeah," he explained nonchalantly, "it happened to my cousin Gwen and me when we were ten. Long story short, this is my second time being in a girl's body."

Erza/Ben glared at him intensely. "And don't you even dare think about getting any ideas." She growled in Ben's voice, which was kind of strange for the teen hero currently occupying Titania's body.

"I wouldn't dream of it." Ben/Erza smirked, and then threw her a playful wink.

Erza/Ben lightly gasped and turned away, a bit of red flushing on her face. Thankfully for the strong female mage, no one had seen that. Otherwise, their predicament would've just gotten more awkward. Nevertheless, Ben/Erza had seen it and was left confused.

'_Okay…I was just fooling around with the wink. I wonder why she blushed a little bit.' _Ben thought. However, he was sincere when he said he wouldn't mess around while in Erza's body. He was a gentleman and respected her; besides, he was kind of defenseless without the Omnitrix and not knowing how to use Erza's powers.

"The ancient Unpela-ese spell has been cast." A wise, grave voice said.

Everyone turned to see Master Makarov standing at the front doorway, his head down and his hands grasping his smiley-faced cane behind him.

"You kids not feeling like yourselves today, huh?" Makarov quipped.

The Ultimate Team walked up to the aging master.

"Master, you're back!" Erza/Ben said in relief.

"I had noticed that request on the board." Makarov explained. "By reading what was written on that page allowed you to cast a powerful personality transference, and that spell is called the Changeling."

"Sounds really scary!" Lucy/Happy commented.

"So you're really Natsu, right?" Gray/Natsu asked.

Natsu/Grey glanced back at him. "Yeah?"

The pink haired mage grabbed the onyx haired teen by the shirt. "You idiot! This is your fault! Because of you now I'm stuck in your body, loser!"

"Hey, all I did was try to read the stupid job request, ice prick!" Natsu/Gray countered.

"That's enough, Natsu…uh…I mean, Gray." Makarov corrected. "However, this spell does more than switch bodies, it switches magic too."

"What?!" the group shouted.

"There's one thing you should know." The old man said grimly. "If the Changeling spell isn't reversed in thirty minutes from the time it was initially cast, you will never return to the way you were before. Or says so the legend, at least."

"WHHAAA?!" the team cried out.

Even Ben/Erza was shocked over this frightening realization. He certainly didn't want to be trapped in Erza's body for the rest of his life. A man being stuck in a woman's body would be extremely awkward!

Natsu/Gray ran up to Elfman and Mirajane, who were standing a fair distance behind them along with the other Fairy Tail mages present. "Do you know how long we've been mixed up for?" He asked hysterically.

"Sixteen minutes," Mira answered, "which means you have fourteen left."

This only caused the group to scream even more, shocked by how much little time remained. They immediately turned to their orange and blue clad master again.

"Gramps, isn't there anything you can do to reverse the spell?!" Gray/Natsu cried frantically.

"Hmm," Makarov scratched his nose in contemplation. "Since this is such an ancient magic it would only stand to reason that I…don't know."

Suddenly, the group's eyes became bigger than dinner plates while their jaws fell to the floor, expressions of horror plastered on their faces.

"I must say I am very disappointed." The old mage sighed. "I was looking so forward to punishing you…but it looks like you've got your hands full right now!"

"What?!" Ben/Erza yelled, waving his arms around frantically. "I wasn't even supposed to be punished!"

"Hmm," the master nodded. "Yes. It is rather unfortunate that you got caught up in this Erza…uh, Ben."

The short old man then walked away. "Well, best of luck to you kids." He said in a cheery tone.

The team was left dumbfounded. Natsu/Gray and Lucy/Happy were both lying on the floor, their bodies twitching in shock. Gray/Natsu was on his hands and knees; he too was too horrified to stand. Erza/Ben was standing firm; although, her fists quivered in anxiety while her attitude displayed absolute apprehension.

"THAT'S IT!" Gray/Natsu yelled. "I can't take it anymore!"

Gray/Natsu swiftly pulled off his black vest and threw it aside, leaving his toned upper body exposed. He was just getting ready to take off his pants too until Natsu/Gray tackled him to the floor.

"Keep it together, perv!" Natsu/Gray exclaimed, wrestling with _himself_. Excuse the pun.

"Huh," Ben/Erza commented. "Even in Natsu's body, Gray still likes to take off his clothes."

"It would appear so." Erza/Ben agreed, watching the two guys wrestle.

Lucy/Happy sprouted a pair of white, feathered wings from her back and flew a few feet off the ground. "I gotta say flying sure is fun, BUT I DON'T WANNA BE STUCK AS A CAT FOREVER!"

"What's so bad about being stuck as me?" Happy/Lucy accused, crying a little bit.

"HEY!" Gray/Natsu cried out, ceasing his fight with Natsu/Gray. Everyone looked to see fire drooling out from his mouth and onto the floor. "What's going on?! I got fire dripping out of my mouth!"

"You idiot!" Natsu/Gray shouted. "Control it!"

"I can't!" Gray/Natsu said; suddenly, the former ice mage's panic caused the flames to come out in torrents, lighting the floor on fire.

The fire began to grow larger and more intense, causing the group of mages to step away.

"Gray…uh, Natsu!" Ben/Erza called, which grabbed his attention. "Use your ice powers to put out the fire!"

"I don't know how!" Natsu/Gray replied. Just to humor him, he held out his hands and fiddled with them. Instead of blasting ice like he wanted, he coughed up ice cubes from his mouth. "Aw man!"

Ben and Erza both sweat dropped in frustration. The fire began to expand. If something wasn't done soon, it could burn down the entire Guild.

"This looks like a job for Big Chill!" Ben/Erza stated, slapping his left wrist. However, as soon as he noticed there wasn't any green light, he mentally slapped himself for his stupidity. "Oh…right…" he muttered.

Ben/Erza swiftly turned his head to Erza/Ben.

"Erza, turn into Water Hazard or Big Chill and put out that fire!" Ben/Erza commanded.

Erza/Ben only looked at him strangely. "Who?"

He groaned as he face-palmed. _'Of course she's confused.' _Ben thought. _'She doesn't know me that well or my aliens.' _

"J-J-Just transform into somebody!" Ben/Erza shouted.

Erza/Ben lifted up the jacket sleeve to see a white and green watch strapped to her wrist. She knew that Ben's powers apparently came from this device; however, she really had no clue on how to use it.

"Uh…" Erza remembered Ben tapping the faceplate, so she did that. The watch beeped as a green holo-ring popped up. Titania looked at the icons blankly. _'How many forms does he have?!' _She thought. _'He has just as many forms as I do armor!' _

Taking a guess, she pressed an icon and hesitantly slapped down the core. The Guild Hall was shrouded by emerald light. When the light died down, standing in Erza/Ben's place was a nine foot tall, humanoid, tailless tiger. On its upper left arm was the Fairy Tail mark in black.

"**Rath!" **Erza/Ben roared.

Ben/Erza's mouth dropped as he stared at the Appoplexian in disbelief. "Seriously?! Rath? Out of all my forms, it had to be Rath?"

The Guild mages gasped as they took fearful steps back. Those who had witnessed Ben first transform into this form remembered how angry and aggressive he was. If the mighty Erza was now turned into this form, then this certainly wouldn't bode well.

Erza/Rath glared at Ben standing off to the side. "Let me tell yah something, Ben Tennyson, who happens to be in my body! Rath doesn't know how to use your magic watch! Or better yet, what your forms look like!"

Lucy/Happy flew in-between them. "You guys, that fire is kind of getting bigger." She said sheepishly.

Erza/Rath turned her glare to the growing fire on the wooden floor. "Right…" she said. "Let me tell yah something, stupid fire! Nobody dares try to burn down this Guild without getting a major beating!"

With that, Erza/Rath rushed to the blaze and began throwing punches at it. She didn't get burned; however, her attacks were obviously doing nothing to stop the fire. Ben/Erza sweated and moaned in annoyance. The other Fairy Tail mages looked on, dumbfounded. Was Erza really trying to put out a fire by punching it?

'_Geez, is Rath really that dumb?' _Ben/Erza mused.

Ben snapped out of his musings and tried to think fast. The fire was really starting to get out of control. _'Okay, I don't know if Erza has any armor that can put out fires, and even if she did, I wouldn't know how to summon it. But…I know someone who can.' _

Ben/Erza turned to Gray/Natsu who had finally stopped himself from hurling fire. "Gray, inhale the fire like Natsu does!"

Gray/Natsu looked at him dubiously. "Are you kidding?! I don't know how to do that!"

"Just do it!" Ben/Erza yelled; sounding a lot like Erza, which made the ice mage turned Dragon Slayer flinch.

Gray/Natsu stood before the flames and closed his eyes, concentrating. Letting out an exhale, he reared back his head as he inhaled deeply. Amazingly, the hot flames were pulled into Gray/Natsu's mouth. In mere seconds, the fire was gone as Gray/Natsu had consumed it all. He let out a big burp, rubbing his mouth.

"Wow," Gray/Natsu breathed. "That actually tasted pretty good."

Natsu/Gray crossed his arms over his chest. "Nice job, ice prick. You almost burned down the Guild."

Gray/Natsu glared back, "What'd you call me!"

Ben/Erza, ignoring their bickering, smiled. "Good work, Gray."

Erza/Rath looked around bewildered. A second ago she was fighting the fire, now it was gone. "Let me tell yah something, cowardly fire! Come back and face your punishment!" She bellowed.

"Erza," Ben/Erza sighed, "just transform back."

The bipedal tiger scowled at Ben/Erza. "Let me tell yah something, Ben Tennyson, nobody orders the mighty Titania around!"

"Erza!" Master Makarov shouted, who was sitting on the bar table drinking a mug of presumably alcohol. "That's quite enough."

Erza/Rath growled in irritation before she acquiesced. "Fine. Whatever. Rath was done with the fire anyway."

Remembering how Ben shifted back, she tapped the green hourglass dial on her chest. In a flash of emerald, Erza/Ben reverted back to human form. She held her head, allowing a groan to escape her lips.

"Seriously?!" Ben/Erza shouted at Makarov. "You've been sitting there this whole time?"

Makarov laughed. "Well…I was amused."

Erza/Ben turned to Ben/Erza, the memories of what she did as that powerful tiger form, Rath, were hitting her like a freight train. "Did I…really try to punch fire?"

"You sure did." Wakaba said, standing with the other mages.

"As manly as it sounds, trying to beat fire with your fists is just plain dumb!" Elfman added.

"Don't worry about it." Ben/Erza said, walking over to her and laying a comforting hand on her shoulder. Well, technically it was really _his_ shoulder. "Rath isn't…really the brightest of my forms."

Erza/Ben turned to him. "How can you possibly accomplish anything with him? And by the way, how many forms do you have?"

Ben/Erza smiled as he rubbed the back of his awkwardly. "Rath's one of my strongest transformations, despite his…well…you know…anger issues. As for that second question, I guess the others didn't tell yah, but I have seventy forms."

Erza/Ben's eyes widened. She was very impressed. Before Ben and the others left for Galuna Island, she remembered Mirajane telling her that Ben possessed many forms with different abilities. But seventy? He had just as many transformation as she did armor and weapons!

"Impressive," Erza/Ben commented, "but since I wasn't here for when you first came to the Guild, do you mind me telling me what all they can do?"

Ben/Erza smirked. "Super-strength, super-speed, flight, regeneration, elemental powers, invulnerability…" he paused, "It's really a question of what powers I don't have. Well…you actually since you're in my body."

Erza/Ben was left dumbfounded. If what Ben said was true, then he was just as powerful as she was, if not potentially more!

"Great," Lucy/Happy moaned sadly, still flying at eye level with everyone. "All of our magic has been switched but we all stink at it. I hate this. Why me?"

"No need to worry, Lucy!" a feminine voice called out. They all turned to see a petite, blue haired girl named Levy standing by the front doors with the other two members of her team, Jet and Droy standing on either side of her.

"Levy it's you!" Lucy/Happy squealed happily.

"Levy?" Natsu/Gray said.

"Don't worry! The Shadow Gear team is here to save the day." Droy stated confidently. "You guys will be back to normal in no time."

"Oh yeah," Jet added with the same level of confidence as Droy. "We got this, no sweat."

"Now, do your thing Levy." Droy and Jet said together.

"When you guys said 'we got this', you really meant her, huh?" Mirajane joked.

In response, the two men only chuckled.

"You're so kind to help us!" Lucy/Happy said, flying around Levy in joy.

Levy laughed a little. "Anything for a friend; besides, I really want to read your novel. And it would be kinda weird talking about it in front of Happy." She whispered.

"What are you gonna do?" Natsu/Gray interjected.

Later, Levy was seating at bench holding the request paper in her hands. A few books are stacked around her. The others gather behind the blue haired mage.

"Well, I do know a little about ancient texts." Levy explained. "I'll start with what was written on the flier itself."

"Sounds good," Gray/Natsu said, "but do it quick!"

Erza/Ben walked around the table to stand in front of the group. "Listen up everybody; we need to let Levy work in peace."

"Yeah," Lucy/Happy agreed, although her voice was muffled. She then realized that she had a fish in her mouth and gasped in shock. She lowered her wings and fell to the floor on her hands and knees in disappointment. "Why do I have a fish in my mouth?"

"Because they're yummy!" Happy/Lucy replied, and he too had a small fish in-between his teeth.

Levy begins reading a book, her red reading glasses casting a beam of rainbow colored light over the pages, allowing her to read much faster. "Okay… ugo deru…" she mumbled.

"Please hurry," Gray/Natsu said calmly though his expression displayed panic. "We only have ten minutes left."

"You sure it's okay to be saying those words out loud?" Ben/Erza asked, crossing his arms over his armored chest.

"Don't worry," Levy responded nonchalantly, looking between her books and the request. "It's totally safe as long as you don't read everything in the correct order."

"There's not much time!" Natsu/Gray shouted hysterically. "Ugh…I can't take it! I can't take being so cold! Change me back!"

"So how's it going Levy?" Lucy/Happy flew up to the stand on the table edge.

Levy was silent, still looking at the request paper.

"Have you figured it out?" Natsu/Gray asked.

"No," Levy replied disappointed, "I'm stumped!"

Natsu/Gray and Lucy/Happy both let out frustrated yells. Ben/Erza's eyes widened a bit. _'Oh no. This can't be good at all.' _

"No!" Lucy/Happy cried. "I can't stay as some (strange flying) cat forever!"

"What's so terrible about that!?" Happy/Lucy demanded indignantly.

Erza/Ben whimpered. "Surely my fate isn't to remain in a man's body for the rest of my life."

Ben/Erza looked back at her. "This is no picnic for me either, yah know."

"NO!" Natsu/Gray roared. "I hate this! I can't remain in this ice bastard's body forever!"

"Hey!" Gray/Natsu shouted, getting in his rival's face. "I don't wanna stay in your body either, loser!"

"You wanna fight!?" Natsu/Gray demanded.

Erza/Ben groaned gallingly as she fixated a deadly glare upon the duo. "SILENCE!" she yelled, which immediately made them hug one another and shiver in trepidation.

'_Whoa,' _Ben thought. _'I didn't know my voice could get that powerful.' _

"Look I know you guys are freaking out, but I'm still working on it, okay?" Levy reassured the panicking mages.

Natsu/Gray turned to Macao. "How much time do we have left?"

"Eight minutes," Macao answered, holding up a board with the number eight on it. "Hate to say it, but you might wanna start preparing for the worst."

That statement made the whole team freeze in fear. The possibility of actually being trapped in another person's body was frightening. Even Ben found himself unsettled by this. Being stuck in a girl's body was certainly not how he wanted to spend the rest of his days.

A moment later, the newly dubbed 'Ultimate Team' was seated on a bench across from Levy as they left her alone to let her work. Her teammates Droy and Jet were cheering her on behind her. The team was dead quiet and remained that way for a couple minutes.

"So what happens if we wind up getting stuck like this?" Gray/Natsu inquired, his chin resting in his hand.

"UH…what do you mean by that?" Natsu/Gray cocked a brow.

"Are we just gonna try to adjust to our new bodies and go back to work?" Gray/Natsu clarified.

"Well, yeah I'd guess we'd have to, it's not like we have a bunch of options." Natsu/Gray said.

"Whatever happens is totally fine with me!" Happy/Lucy smiled.

"WHAT?" Lucy/Happy shouted. "No one asked for your opinion, now did they? Stupid cat! I just want to be a cute girl again."

"Take it easy there, Lucy." Ben/Erza consoled. "No one…"

Suddenly, Ben/Erza paused as a realization came to his mind. This made the others look at inquiringly.

"What? What is it, Ben?" Erza/Ben asked.

"I just realized something." Ben/Erza said. "None of us know how to use our powers. If we were to take a job, we wouldn't be able to finish it."

Shocked looks crossed over the team's faces.

"OH geez you're right!" Natsu/Gray agreed. "We stink, and that means…"

"WE'RE THE WEAKEST TEAM IN FAIRY TAIL NOW!" they shouted simultaneously.

It was true. If the spell wasn't undone, they would be trapped in another's body with no knowledge on how to use that person's powers. And being trapped in another person's body would not only have ramifications on their missions, but their personal lives as well.

For Ben, he had spent years unlocking aliens and learning how to use their abilities. But now, trapped in a female redheaded mage's body, Ben would not only have to learn how to utilize Erza's magic, but his life would be completely awkward too. After all, a man being stuck in a woman's body was certainly not something easy to adjust to.

"OH MAN I HATE THIS!" Natsu/Gray bellowed violently. "What's the point of living if I can't burn anything anymore!?"

"I'm a cute Celestial mage! I can't be stuck as a cat forever!" Lucy/Happy cried out.

Happy/Lucy turned to her with an angry look. "You're mean! I happen to like being a cat!"

"This is unacceptable!" Erza/Ben shouted. "I'm an S-Class wizard and I refuse to be a part of Fairy Tail's weakest team…if only I was back in my body."

"Will you guys calm down!" Ben/Erza exclaimed as he stood up, drawing all eyes on the team to him; more importantly though, his yelling also made them shut up. "Listen, I don't like this anymore than you, but sitting here complaining about it isn't gonna make it any better. If we have to adapt to our new bodies and powers then fine…that's what we'll do."

The team looked at Ben/Erza in shock. The way Ben yelled and solaced them with a commanding voice, sounded much like Erza, even though he was in her body. Erza/Ben looked at him blankly; the way he took charge and tried to reassure everyone that everything would be fine appealed to her.

However, before anything else could be said, Levy cried out, "Yes that's it!"

Immediately after that exclamation, the team crowed around Levy with a mix of excited and relieved looks.

"Really?" Natsu/Gray asked excitingly. "So you can lift the spell?"

"Go on! Do it!" Gray/Natsu added.

"This is what it says: May this eternal exchange provide you with eternal happiness." Levy smiled. "Kinda cute, isn't it?"

"Ahh…yeah it is." Lucy/Happy gushed.

"May this eternal exchange provide you with eternal happiness?" Ben/Erza repeated. He placed a finger to his chin, contemplating on what it could possibly mean. "Huh?"

"Yeah, and?" Natsu/Gray demanded.

"In other words, everyone who has been affected by this spell will live happily ever after!" Levy replied. "You're so lucky! I'm so glad I figured it out."

At that moment, it grew deathly quiet as the horrifying realization hit them like a pile of bricks. Finally though…

"OH NO WAY!" Natsu/Gray yelled. "You're telling me we're stuck like this forever!?"

"We wanted you to lift the spell. Not read it, remember?" Gray/Natsu deadpanned.

"OH, that's right. Sorry!" Levy apologized.

Lucy/Happy flew next to Levy and laid a supportive paw on her shoulder. "You got this. I have faith you can do it. But you gotta work a little faster, okay? Maybe there's a hidden message or code or something like that in the request?"

"Yeah," Levy answered more determined. "Good idea."

As Levy resumed her work, Droy and Jet continued cheering her on, the former banging a drum while the latter waved around a fan.

"GO! Go! Go Levy!" Droy and Jet cheered.

Wakaba stared at this scene with a perplexed expression, a sweat drop falling down his face. "Isn't all that racket gonna distract her?"

"Nah," Elfman grinned exuberantly. "They're just trying to get her pumped up!"

Elfman jumped in with Droy and Jet and began cheering her on.

"Ugh," Levy moaned, "I'm still not seeing any kind of a pattern here. It doesn't seem to make any sense."

Macao pulled out a purple board with a yellow three printed on it. "Three minutes left," he said.

"Three minutes!" Lucy/Happy cried.

"Well this is it." Erza/Ben whined. "This is how I'm gonna spent the rest of my life…as…a man." Erza/Ben fell to her hands and knees and whimpered. "I've worked so hard."

Erza/Ben was about to cry until she felt a comforting hand on her shoulder. She turned to see Ben/Erza smiling at her. "If it makes you feel any better, I know how you feel."

"You do?"

"Yeah, being stuck in a woman's body forever doesn't bode well with me either." Ben/Erza admitted. "But I know that's not gonna happen. I'm confident we'll get back in our original bodies."

Erza/Ben looked at him puzzlingly. "How can you be so sure?"

Ben/Erza shrugged. "I just am."

Erza continued to look at him. _'We have less than a couple minutes left before we are stuck in each other's bodies…yet, he's still confident that everything will work out?' _She thought. _'Who are you, Ben Tennyson?' _

Erza/Ben smiled at him and stood up. _'Whether I'm in this body or hopefully back in mine…I have a gut feeling that I'll enjoy fighting alongside him.' _

"You're right." Erza/Ben conceded.

"Have you figured it out yet?!" Natsu/Gray demanded.

Macao held up a white poster board with a red number one in the center. "Your situation is dire with only one minute to go."

Ben/Erza looked at the black haired mage confusingly. "Where do you keep getting all these posters?"

"I DON'T RECALL ASKING FOR THE TIME! SO SHUT YOUR MOUTH, KAY?" Natsu/Gray roared, veins throbbing on his forehead.

"Geez, I was just trying to help." Macao muttered.

Levy, meanwhile, was hard at work trying to undo the spell. "Okay, I think I've almost got it worked out." she mumbled.

Behind her, Droy continued to bang the drums while Jet and Elfman waved around fans.

"Work it Levy! Yeah! You're on fire!" Elfman cheered.

Wakaba sweat dropped. "He's too good at this."

Meanwhile, back with the Ultimate Team, Master Makarov stood behind Natsu and Gray. "Still trying to break the spell, huh?"

They both turned to the old man with annoyed expressions. "Look if you're trying to teach us a lesson here, we've learned it already okay?" Gray/Natsu said.

"OH!" Makarov's face light up as if an idea had popped up in his brain.

Suddenly, the group nearly gasped in anticipation. The rest of the group crowed in front of him immediately with hope in their eyes.

"Yes, master?" Erza/Ben said eagerly.

The orange clad man was silent for a moment before he shrugged, "Woops! Never mind kids, I've drawn a blank."

At that, the group fell over in deflation; besides Ben, who just stood stationary with his arms and jaw hanging down.

"Not cool, dude! Not cool!" Ben/Erza yelled.

"You guys have about forty seconds left," Macao informed, holding up a sign with a big number forty on it. "More or less…starting now!"

"What do you mean 'more or less'?!" Natsu/Gray shouted furiously.

Suddenly, Makarov's face brightened once more. "I just remembered something about the spell!"

"What is it!?" Erza/Ben exclaimed.

The master turned away. "While it can be lifted I'm afraid it has to be done one pair at a time." He then glanced over his shoulder. "Meaning it's impossible to change all of you back at once!"

"WHAT!?" Natsu/Gray shouted.

"Thirty seconds…ish." Macao said, holding up another sign with a 30 on it.

"Seriously! Where do you keep getting those boards?" Ben/Erza asked.

"So, which pair's going first?" Gray/Natsu asked crossly.

"It should be us!" Natsu/Gray answered.

"Hmph, sounds good to me." Gray/Natsu agreed.

"But that's so unfair!" Lucy/Happy cried out. "It should be me and Happy!"

"Hold on!" Erza/Ben shouted, her vein throbbing violently. "Since me and Ben are Fairy Tail's strongest wizards, we should go first. It's for the good of the Guild."

Ben/Erza rubbed his neck sheepishly. "How many times do I have to tell you guys I'm not a wizard?" He sighed.

Immediately, a big argument broke out between five of the six person team, Ben being left out. He only stood to the side, pinching the bridge of his nose in frustration. _'Man these people bicker a lot!' _he thought.

"Hold on you guys!" Levy screamed. "I got it!"

The team instantly ceased their squabbling as they gathered close to Levy's work table. "Really?" Lucy/Happy asked.

"Yeah, but listen, I'll try and explain this as quick as I can."

"And nine…eight…" Macao counted down; however, before he could continue he received a wicked haymaker from Natsu/Gray, sending him crashing through a bench unconscious.

"No time!" Natsu/Gray shouted angrily. "Just change us back! Hurry!"

"Yeah…right, here it goes." Levy said. Suddenly, the request paper that had started this mess began to glow brightly once more. She then held out her arms as she chanted, "Aruboroya tesura rugi gou! Aruboroya tesura rugi gou! Aruboroya tesura rugi gou!"

Rainbow colored light and sparkles descended over the team. Then, an awe-inspiring helix of bright colors and magical ciphers appeared over the page, casting light throughout the Guild Hall. The beam then shot into the sky, where anyone from Magnolia could see it.

After a moment, the light died away and the group let out collective sighs. The Ultimate Team stood still for a few seconds before Ben blinked a couple times. When his focus finally returned, he looked himself over and smiled. He was back in his own body.

"Hey! I'm back to normal!" Ben said boisterously.

Erza, who was standing a fair distance to his side, examined herself shortly and smiled too. "I am as well."

Lucy, Happy, Natsu, and Gray blinked a couple times. They looked themselves over and were pleased to find that they were back in their original forms.

"Hey!" Natsu shouted. "We're back in our bodies too!"

"Aye," Happy agreed, flying above his head.

"Man, glad that's over." Gray sighed in relief; unexpectedly, ice chunks started drooling out of his mouth.

"So now you're drooling ice cubes on purpose now?" Wakaba asked.

Lucy ran up to Levy and held her hands. "Levy you're awesome!" she squealed.

"That's right!" the petite girl fist-pumped.

"Oh yeah," Droy said.

"Our cheering worked, huh?" Jet commented.

"You gotta tell us…" Lucy asked, "How'd you do it?"

"Well, when I realized that the words themselves had no meaning, I decided to read them backwards." Levy explained.

This made the others blink a bit. "Backwards?" Ben inquired.

"It's actually an old trick." Levy elucidated. "Ancient languages such as this didn't really have that many letters. So sometimes they had to be a little more creative with how they used their words. That's why when I reversed the words, I reversed the spell too."

"How cool," Lucy remarked.

"At least that's over." Natsu said.

"We owe you big time Levy." Gray added.

Levy giggled a bit. "Don't worry about it."

"Good work you kids." The group turned and was met with quite a confusing sight. Mirajane was sitting cross-legged on the bar countertop, but she was holding Makarov's cane behind her back.

"W-wha…" Lucy and Levy stuttered.

"Hey guys, something's wrong." Makarov, who was standing on the floor, said a bit girlishly. "Did I get shorter?"

"Oh no!" Lucy cried out. "You don't think that…"

"That Mirajane switched bodies with Gramps?" Gray finished.

Ben's eyes widened from this realization. "How did…" he breathed.

"Wow!" Makarov/Mira beamed brightly. "You won't hear me complaining about this."

"NO!" Mira/Makarov started waving her little arms around in panic. "This can't be happening!"

"Oh no…" Erza muttered. "Who else has been…"

"All of you just need to man up and get over it, okay?" Cana yelled.

However, that wasn't what was grabbing the team's attention. It was Elfman, sitting on a table across from her, chugging down an entire barrel of beer.

"Hey," Cana said, "what's the deal? Why do I smell like a brewery?"

Suddenly, Elfman set down the barrel and looked around with big, wide eyes. "Wait! What! How did I…Ugh…" his face then began to turn green. "Oh man….I…ugh…I think I really need to take a nap right now." With that said, Elfman fell over and passed out.

"Elfman and Cana?" Gray said. "Anyone else?"

"Hey Droy," Droy looked over to Jet only for his face to fall into shock.

"Yeah? What is it now, Jet?" He looked over and was met with similar shocking results.

"Hey!" They both shouted, pointing at one another. "Stop looking like me!"

Ben glared at Gray. "You just had to ask."

"I don't think anyone's gonna be able to tell the difference with you two." Makarov/Mira commented, and then her expression brightened. "But in my case, having a body like this is a dream come true."

"Please help me, Levy! Help me!" Mira/Makarov cried comically.

Levy and the Ultimate Team stared at their fellow, body-swapped friends, who were bickering amongst each other. Dumbfounded expressions were plastered on their faces while sweat drops rolled down their faces.

"Oh no…" Levy gapped. "I think I'm a little in over my head here."

"Oh boy…" Ben exhaled deeply. "This…makes things complicated."

…

"_Magic is not a toy. It can turn your world on its head. The very fabric of your being can be pulled from you in an instant. So don't take it lightly. Until next time…" _

"_Are you seriously gonna end it like this?!" Ben and Natsu shouted. _

**Ultimate10: "I'm the author…so as Happy would say, Aye!" **

…

**A/N: Well fellow readers, I hope you enjoyed! I know some of you may be upset with who I had Ben switched with or even Erza, since it was funny when she got switched with Happy. I have to admit, that was my favorite one! It was hilarious. I was actually gonna have Ben switch with Happy at first, but then I remembered, he can already turn into things that are smaller and weaker than Happy…so it wouldn't affect him as much as it would Erza or in this stories case, Lucy. And Natsu & Gray, come on! I just had to! **

**Before you ask, yes, now that the Fairy Tail stamp is on Ben's body, his transformations will have the Guild symbol on them. **

**Anyways, I have an announcement to make: I've decided to spend my time on Ultimate Fairy until the Phantom Lord arc is completed. Yay! At that point, I'll shift away to Prime Force where I can start and finish the Orion Pax saga. **

**If this chapter wasn't funny enough, I'm sorry. I did my best without following the episode exactly. Now we get ready for the Phantom Lord arc! Please leave any comments or critique in the review box. Until then…**


	9. The Phantom Lord Pt 1

**Ultimate Fairy**

**Chapter 9: The Phantom Lord **

**Part I**

…

**Magnolia **

A couple days had passed since the Changeling spell incident. It may have taken a while, but everyone had been returned to their rightful bodies. It was mostly Levy's doing, however, Ben did play a small role too. After getting transferred back to their bodies, Ben had gone Grey Matter and taken a look at the request.

He concluded that Levy did have it right by saying the spell backwards; unfortunately, she hadn't pronounced it correctly, which in turn caused the other Guild members to be switched amongst each other. However, the incident had been resolved and now everything was back to normal…well as normal as things could get for a superhero and team of wizards.

Currently, Ben, Natsu, Gray, Lucy, Happy and Erza, or the "Ultimate Team", had arrived back in Magnolia from a successful mission. Ben found the mission to be quite enjoyable, enabling him to work out some frustration on the bad guys. Although he didn't make a big sum of money, that mattered little to Ben. He was just happy he could help people.

The Ultimate Team was walking down the street. Erza was at the back of the group, pulling her cart full of suitcases. Ben never could understand why she brought so much stuff with her on jobs, or even how she possibly carried it around all the time. The teen hero though decided to look past it, since there were many things in this world full of magic that he didn't really comprehend.

"Was that an awesome job or what?" Natsu laughed with rosy cheeks.

"Well, the client sure seemed to think so." Happy replied.

"I'll admit," Ben said, "that was a pretty cool mission."

"Yeah, especially when you transformed into that big bird guy and started kicking the bad guys all over the place." Natsu added brightly.

"You mean Kickin' Hawk. Yeah that was pretty fun." Ben grinned.

Gray scoffed playfully. "Face it; you guys are just lucky that I decided to come along."

"We're lucky that you begged to come with us?" Natsu countered. "How do yah figure?"

"Because you're as helpful as one of Erza's suitcases," Gray responded.

The Dragon Slayer and ice mage got in one another's face with angry looks. "You better watch your mouth or I'm gonna pack you like a suitcase, pal!" Natsu growled.

"That doesn't make any sense." Gray retorted.

Ben leaned to his right where Lucy was walking, and whispered, "Are they always like this?"

"Pretty much," Lucy deadpanned. Instead of wearing her usual attire, she was sporting a tight pink shirt with a black skirt. Also, in her arms was her Celestial spirit, Plue. Ben noticed that she tended to summon the little guy during their R&R time.

Erza got between the two and forced them apart easily. "Enough boys!" she then turned to Gray. "Now please get dressed."

It was true. Gray had somehow stripped down into a pair of black boxers within the blink of an eye. This still amazed and creep Ben out.

Gray's expression fell into shock. "For crying out loud how does this keep happening?!"

"Piece of advice, Gray," Happy suggested, "Never get in a fight in your underwear."

Ben laughed. "Yeah, true that!"

"Uh guys, hate to interrupt your conversation, but…" Lucy intervened.

"What's up?" Natsu asked.

She held up the request, which depicted a five hundred jewel reward. "When I took this job I was hoping for it to be a solo mission. So, why did you all come along?" She asked sheepishly.

"Oh come on, isn't it obvious?" the Dragon Slayer said.

"No I don't think so." Lucy replied.

Natsu gave her his trademark toothy grin and a 'thumbs up'. "We're Fairy Tail's ultimate team, so we have to stick together."

"Aye sir," Happy agreed.

"And don't you forget it." Gray added.

"They're right, Luc…like it or not, you're stuck with us." Ben smirked along with the others at the blonde mage.

Erza only nodded in agreement.

Lucy was blank for a short moment before she smiled. "Yeah we are!"

"No job is too tough." Natsu stated with confidence. "Not for me, Happy, Ben, Erza, and even droopy pants here."

"Don't call me that." Gray said.

"We are quite a capable bunch." Erza admitted happily.

"There's nothing we can't handle." Ben stated.

"Aye," Happy agreed.

"HEY! You forgot about me!" Lucy yelled.

As the group continued down the stone street, Natsu laughed a bit. "Oh lighten up Luppy; I'm just messin' with yah."

"Well I don't appreciate it and that is not my name." Lucy replied, annoyed.

Erza stopped as she clinched her fist tightly. "Please, forgive me." She said sincerely. "I truly did not mean to upset you. I let myself get carried away, it will not happen again. If you would like, you may strike me now."

Ben sweat dropped. _'Okay…that's probably taking it a little too far.' _

"That's okay; I really don't think it's in my best interest." Lucy responded.

"Smart move," Ben, Natsu, and Gray said simultaneously.

As the team strolled down the street, passing Magnolia citizens stared at them and whispered to one another. They looked at them with albeit…sympathy? Ben wasn't new to people staring at him; however, the way these people were looking at them seemed suspicious.

"Uh…why is everyone staring at us?" Ben asked, voicing the question that was on the others' minds.

"It's not the good kind of staring." Happy commented.

"They feel so pity…" Erza said. The redhead then looked forward and quickly stopped in her tracks.

The rest of the group followed her gaze and were dumbstruck. From the distance, the Guild Hall looked very peculiar. They couldn't see much, but from here there appeared to be large poles sticking out in random spots all over the building.

'_Whoa,' _Ben thought. _'What the heck happened?' _

"What? Why does the Guild look so…bizarre?" Erza inquired.

"Only one way to find out," Ben said. "Let's get a closer look."

The Ultimate Team continued down the path that led to the Guild Hall. When they finally reached their destination, they were dumbstruck. Several giant iron pillars were protruding out everywhere across the pagoda shaped building, one was even sticking out through the Fairy Tail sign above the front doors.

"No way," Gray muttered.

"This looks bad." Ben noted.

"What's happened to it?" Erza asked.

"No," Lucy whimpered lightly, holding her hand over her mouth. "I don't understand."

A moment passed as the group stood stationary, gazing in a mixture of shock, confusion, and in Natsu's case, anger.

"Our Guild," Natsu snarled, clenching his fists. "Someone did this to our Guild."

"But who would do such a thing?" Titania said.

"It was Phantom." a female voice answered.

The team, minus Natsu, turned around to see Mirajane standing behind them, ready to break into tears.

"Are you serious?" Gray said calmly.

Natsu turned to look at Mirajane with pure fury. "You mean Phantom did this?" he growled.

"We couldn't do anything to stop them. They got us good." Mirajane sobbed.

Ben cocked a brow in bewilderment. "Who's Phantom?"

Gray turned to Ben. "Phantom Lord, they're a powerful rival Guild. We've never been on the best terms with those jerks…as you can see."

"Oh," Ben replied. "A little school rivalry, huh?"

Later, the group proceeded into the building and headed down a flight of stairs that led to the basement. The basement was usually used for storage but since there were iron pillars everywhere, it was the only place in the Guild Hall unaffected by the devastation.

The rest of the Guild was sitting at makeshift tables, either eating, drinking, or moping. Anyone could tell that their morale was very low. Ben could even see that his friends' seemed disheartened too. He didn't like seeing them in such a state.

"Yo! What's up kids?" Makarov slurred, holding a mug of beer. It was obvious that the master was drunk.

"Uh…hi," Lucy said awkwardly.

"Sorry we weren't here sooner." Erza added, skipping preamble.

"Why the heck are you all just sitting around down here?!" Natsu demanded angrily.

Natsu was ignored as the old mage shifted his gaze to Lucy. "How did it go, Lucy? Did yah finish the job like a good girl?"

"Yeah…I guess so," Lucy replied.

"Master," Erza said firmly, "do you not understand the gravity of this situation?"

"The Guild Hall has been completely destroyed!" Natsu inputted.

"There's no need to get yourselves worked up." Makarov responded. "It's not like it's the end of the world or anything." He then took another big gulp of beer.

"What?" Gray asked.

"Hmph," Makarov continued, "just goes to show you how cowardly those dunderheads in the Phantom Lord Guild really are. They struck when no one was here, is that anything worth bragging about?"

"No one was here?" Erza queried.

"It was after everyone had already left for the night." murmured Mirajane.

"That's a relief." Ben sighed. "At least nobody got hurt."

"Yes," Erza agreed. "Thank goodness for that."

"We shouldn't trouble ourselves with people who don't even have the guts to face us head on." Makarov asserted. "Forget about those fools."

Suddenly, Natsu slammed his fist into a wooden crate, putting a huge dent into it and sending wooden chips flying.

"Ain't gonna happen, gramps!" the pink haired mage shouted. "We can't just let them trash our place and get away with it!"

"We're not talking about this any longer." Makarov replied calmly. "We'll handle job requests down here until the upstairs is repaired."

"We shouldn't be worrying about…"

"NATSU!" Makarov yelled. "That's enough out of you!"

Unexpectedly, the old man reached out his hand and slapped Lucy's rear.

Ben stared dumbfounded. _'Okay…he's one hundred percent drunk.'_ He thought.

"And you spanked me because…" Lucy trailed off.

"Hands to yourself, master!" Mirajane admonished.

Makarov pulled back his hand and laughed sheepishly. He then jumped off the crate he was sitting on and ran across the room.

"Where are you going?" Natsu demanded.

"Oh, keep your dress on." Makarov retorted. "I gotta take a leak."

Natsu's ire deemed a bit as he looked at the floor. "I don't understand why he's being like this."

"Listen," said Mirajane, "this is just as hard on him as it is for you. He's mad, but conflict between the Guilds is strictly prohibited."

"But that's not fair!" yelled Natsu. "Those Phantom creeps started this!"

"I know, but that doesn't matter." The white haired beauty responded.

"If the master's decision is to not retaliate, then we must respect it." Erza said, although there was a hint of reluctance in her voice.

Ben looked around, and other than Natsu, he could see the downcast expressions on everyone. He had never seen his friends this depressed. He wished there was something he could do. All of a sudden, the teen hero's face lit up as an idea came to mind.

The jacket clad teen turned to Mirajane. "If you want, I can repair the Guild for us." He offered.

"Huh?" Mirajane gapped lightly. "You can do that?"

The rest of the team and the Guild who overheard Ben's offer all turned to him bemused and slightly amazed. A few of the Guild members muttered comments, some which questioned Ben's sanity. Though their skepticism was granted; how could one person fix an entire Guild Hall?

"Yeah," Ben elaborated, "I have an alien that can repair the damage in no time at all."

"Really?" Erza cocked a brow, folding her arms over her chest, unconvinced.

The Omnitrix hero only nodded.

"Well," Mirajane's tone seemed to perk up a bit. "If you can do it, then please do."

Later, Ben and the rest of the Guild made it out of the basement to stand outside the ruined building. They gave Ben a little room as per his request. The newbie member stood in front of the main doors, looking over the damage that had been inflicted.

'_This is pretty intense…but nothing I can't handle.' _Ben mused.

He tapped the Omnitrix dial, scrolling through his alien playlist. When he spotted the form he wanted, he tapped it, and slammed down the core. In a flash of green, in Ben's place stood a large, copper-colored robot with long, thick arms, stubby legs, and a clock winder on its head. The Omnitrix disk was positioned on a green hole in its chest, which showed gear-like mechanisms inside.

"**Clockwork," **Ben shouted in a German accent.

The Fairy Tail mages all stared in astonishment and confusion. What was this form, and what could it do? Natsu looked blankly for a moment until he finally remembered.

"Hey!" he said, starting to smile. "I remember that guy! You're gonna use your time powers to fix the Guild, huh?"

Clockwork glanced back at the Dragon Slayer and nodded, or the closest thing he could to a nod since he had no neck.

"Time powers?" Erza questioned with a raised brow. "I find that very unlikely."

Clockwork heard the redhead's comment and smirked.

"This is gonna be a big job, but I can handle it." The copper robot said.

Clockwork held out both arms and fired beams of emerald light at the Guild Hall. The entire building was bathed in green light. Concentrating on his abilities, Clockwork began to reverse time around the Guild Hall.

Suddenly, the iron columns sticking out from the building began to vanish. The damage done to the wooden structure started disappearing as well. The mages all watched in awe as the Guild Hall was being fixed before their very eyes.

Another ten seconds passed before Clockwork ceased firing his time beam. As the emerald light faded, in its wake was a fully repaired Fairy Tail Guild Hall. Some wizards gasped in shock while others, like Erza, stared in amazement. The Guild's spirits quickly lifted into joy from the sight of the repaired building.

Clockwork fell to his hands and knees, panting heavily. In another green flash, Clockwork reverted back to Ben. He was sweating a little bit as he breathed deeply. The rest of his team came to him with concern; Natsu leaned down by his side.

"You okay, dude?" Natsu asked.

"Y-Yeah," Ben panted. "It's just…using Clockwork's power like that…tires me out a lot." He took in another breath as he continued, "I'll be fine."

Natsu offered Ben a hand, which he accepted and returned to his feet. Erza gazed at the fully repaired building as the rest of the Guild flooded in with raised spirits, thanking Ben on their way in.

"Good work, Ben." Erza complimented. "That was very kind of you."

She then grabbed Ben's head and lightly slammed it into her armored chest. It was her way of showing gratitude or apologizing to her friends, in this case both. When she let go, Ben stood up a bit, with his face flushed.

"Uh…no biggie," Ben grinned nervously.

"Yes, it is." Erza argued bluntly. "Forgive me. I'm sorry that I doubted you, it won't happen again. If you want, you may punish me."

Ben's paled slightly. He chuckled lightly as he held up his hands in a placating gesture. "No, that's unnecessary. Apology accepted."

"Smart move," the others commented.

…

After nightfall had arrived, Lucy was walking down a street that ran across a canal that went through the city. She was pulling her suitcases behind her. Her faithful companion Plue was in front of her. The blonde mage was thinking about the damage done to the Guild by the Phantom Lords, even though it had been repaired by Ben.

"Well, this is some mess we're in now, isn't it Plue?" Lucy asked.

"Huh," the little spirit said.

"I didn't know that Phantom Lord and Fairy Tail had such a rivalry between them." She noted.

"Uh-huh," Plue remarked before he started dancing around her, a large smile on his face.

"Honestly," Lucy admitted, "I thought about joining them before I met up with Natsu. They have a reputation that's just as crazy as Fairy Tail's." the Celestial mage paused, and then smiled. "But I love our Guild, and I don't regret my decision at all."

"Fairy Tail's kinda like my family." Lucy confessed as she opened the door.

As soon as she entered, her eyes bulged open. Sitting at her dinner table eating a large, cooked fish was Erza, Gray, and Ben. Erza was at the front while Gray and Ben were on each the side. Natsu and Happy were on the floor, the latter was eating a fish of his own.

Ben had taken off his green jacket and hung it up on a coatrack in the corner of the room. Erza wore a white shirt with a blue skirt. Gray sported a pair of black pants and a white buttoned up shirt. Natsu was in his regular attire.

"Very nice place you have here." Erza admired.

"YOU CAME IN WITHOUT ASKING FIRST!" the blonde then threw her at suitcase at Natsu, which Ben winced at. "WHY ARE YOU HERE?!"

"Since the Guild has been attacked," Erza answered calmly, holding up a cup of tea, "we can assume that there are still Phantom Lord members in town."

"They probably figured out where everyone in Fairy Tail lives by now." Gray added.

Lucy flinched. "Where we live?!" she screeched.

"Mira said it would be safer if we grouped together." Gray clarified. "You know… strength in numbers."

"I guess you're right." Lucy agreed.

"That's why everyone in Fairy Tail is having a slumber party tonight." Happy exclaimed.

"You are a very attractive teenage girl after all." Erza explained. "I wasn't entirely comfortable with you being here alone with Ben, Natsu, and Gray. I felt like I could only relax if I stayed here as well."

Ben looked at Titania and crossed his arms over his chest. "You do remember…that _you_ convinced me to come here while I was okay with guarding the Guild Hall." Ben frowned.

"It's not time to relax!" Natsu inputted angrily.

"So it was already decided that these three would stay with me?" Lucy inquired.

"Only Natsu and Gray," Erza corrected. "As Ben mentioned I convinced him to come along. After all, we are a team and must stick together."

"But why'd they have to come to _my_ place?" demanded Lucy.

"Whoa!" Happy said, going through a basket of laundry. "You sure have a lot of dirty clothes."

"Hey!" Lucy shouted. "You better get out of my stuff or you're dead meat!"

As Happy went through Lucy's laundry, Plue had picked up a pink lollipop off the ground and started licking it. This quickly caught Natsu's attention.

"Hey Plue," Natsu yelled, "Did you find something to eat? Oh come on, don't be hogging it all!"

"Ahh…" Plue said, still licking at the candy.

"Ooh look Erza, I found some frilly panties you might like." Happy offered mischievously, holding up a pink pair of small panties.

Erza took them and examined them with wide eyes and a bit of sweat dripped down her face. "I can't believe you would actually wear something like this, Lucy." She chimed.

Plue eventually found a box full of sweets, which he and Natsu began to devour happily.

"I'm gonna catch some shuteye," Gray said, lying on Lucy's bed, "so could you please keep it down?"

"That's not even your bed, Gray, and by the way, where are your clothes?" Ben laughed, leaning back in his chair by the table. The ice mage panicked when he realized he was in his boxers.

"You guys are taking this 'make yourselves at home' deal a little too far." Lucy moaned.

"We have a serious problem here." Erza glanced back, looking at the three teenage boys. "You boys' hygiene. I refuse to sleep in a room that reeks of sweat."

"But I took a shower this morning." Ben protested. He then sniffed his armpit. "And I don't smell bad!"

"I don't wanna take a bath right now." Natsu added.

"But I already got into bed." Gray whined.

Erza brought the three together. Natsu and Gray on the outside while Ben was in the middle. She stood behind them with her hands on Natsu and Gray's outer shoulders.

"Come on, boys," Erza urged. "Do we have to take a bath together like we did when we were kids?"

Ben's eyes widened at this. _'Say what?!' _he shouted inwardly.

Erza then looked at Ben coyly. "As for you, Ben, you may join us if you would like."

Ben turned to her flustered, his expression portraying shock. "Huh?! What?!"

"What kind of relationship do you guys have?!" Lucy shrieked, equally as stunned as Ben.

"Erza's ultimate team!" Happy commented.

"More like strangest team!" the blonde countered.

…

At least an hour later, Lucy and Erza had finished with their baths. Ben, Gray, and Natsu were still a bit reluctant to go. The former couldn't help but blush when Erza came out with just a pink towel covering her form, light reflecting off her wet body. Thankfully, in Ben's case, she didn't see him blush, but what really caught his eye was when she Re-Quipped into a pink set of pajamas with purple crosses all over it.

'_That's gotta to save time in the morning.' _Ben mused.

Later, Natsu was sleeping with his head down on the table while Ben and Lucy sat around him. Gray, meanwhile, was sitting at Lucy's desk while Erza took a seat at Lucy's bed in front of the table. Excluding Natsu, the group was discussing an obvious topic, Phantom Lord.

"Do you have any idea why Phantom attacked us out of the blue?" Lucy asked.

"I'm afraid not." Erza replied. "We have had our fair share of scuffles with them in the past, but never on anything of this sort of scale before."

"If Gramps wasn't so scared we could wipe out those punks once and for all." Natsu mumbled.

Ben looked back at the Dragon Slayer and cocked a brow. "Since when were you awake?"

"Come on Natsu, you know Master Makarov isn't afraid of them." Gray scolded lightly. "You seem to be forgetting that he's one of the Ten Wizard Saints."

"I didn't give you permission to read that!" Lucy shouted at Gray, who was holding a stack of paper in his hand. She quickly snatched it from him and held it close to her.

"You can't just snatch it out of my hand without at least telling me what happens next." Gray complained.

"Yes, I can." Lucy stated. "I promised Levy she would be the first to read it, so you're just gonna have to wait."

Unexpectedly, Erza held out a hand, expecting for Lucy to give it to her. "You're not getting it either!"

Ben chuckled a bit. "Okay, as funny as this is, there's something I've been meaning to ask. What are these Ten Wizard Saints?"

"It's an honor bestowed from the Magical Council." answered Erza. "It's an extremely coveted title shared by the ten most powerful wizards on the continent."

"Wow," Ben breathed.

"Wha…really?" Lucy stammered.

"Phantom Lord's Guild Master Jose is one of them too." Happy added.

'_That's true.' _Erza thought, her mind drifting back to a certain blue haired mage. _'And so is he.' _

Natsu slammed his palm onto the table, nearly breaking it. "He is afraid! He's scared that Phantom has too many members for us to handle!"

"Could you please use your inside voice?" Lucy suggested weakly.

"That's not true and you know it." Gray rebuked sternly. "It's just like what master and Mira said before. The consequences of us going to war with Phantom are nowhere near worth the fight. The order of the magical world is at stake here."

"But I don't understand. Are they really that strong?" the Celestial mage inquired.

Natsu grinned confidently. "They ain't got nothing on us. We can take those clowns."

Erza stood up from the bed. "No. If we were to engage them in battle…neither Guild would survive. Their strength equals ours." She continued. "Phantom's Master Jose is also one of the Ten Wizard Saints, which means he's on par with Makarov. They also have an elite group of wizards similar to our S-Class, known as the Element 4. But the strongest out of all of them is Black Steel Gajeel, the Iron Dragon Slayer, who I believe was responsible for the destruction done to the Guild Hall."

"W-wait," Ben said, "he's a Dragon Slayer too? I thought Natsu was the only one."

"Yeah, so did I." Lucy added. "So, if he's the Iron Dragon Slayer, does that mean he eats iron?"

'_Hmm…kinda like Eatle.' _Ben thought.

…

**Phantom Lord Guild Hall**

The main hall of the Phantom Lord Guild was a dark, large stone walled room with tables aligned everywhere. The torches mounted on the walls were the only source of light in the main hall. Sitting alone at a table was a young muscular man with long, black hair that was spiked up. He wore a shabby, black, sleeveless tunic with silver studded edges, a pair of beige pants, and studded black boots. On his right shoulder was a black wing-like ornament jutting upwards.

This was Gajeel Redfox, the Iron Dragon Slayer.

The table he was sitting at was covered in a variety of iron materials such as pots and pans. Gajeel was chowing down, not on regular food, but rather from the actual metal items sprawled across the table.

"Hey Gajeel, I heard you made a mess out of the Fairy Tail Guild Hall." A Phantom mage then smirked. "I also heard that one of their mages completely repaired it. Man, sure sucks for you. I mean, after all that work." He then began to laugh.

Gajeel ceased his eating and growled. He swiftly turned to face the mage. Shockingly, Gajeel's arm transformed into a black iron pillar and extended out, slamming into the fellow's face and sending him careening back. The other Phantom Lord wizards who witnessed this all began to laugh loudly.

"How many times do I have to tell yah?" Gajeel growled as his arm reverted from an iron pillar back to normal. "I don't like to be bothered while I'm eating! And besides," he stopped as he stood up on his table, glaring at all his Guild mates, "whether their precious Guild Hall was repaired or not, those Fairy Tail clowns have got nothing on us. We're way more powerful than they could ever hope to be."

His Guild mates all agreed.

"The die has been cast." A voice said. Everyone looked up to see a tall figure standing by the railing of the second floor, his form shrouded by the darkness. This was the Guild Master, Jose. "I compliment your excellent work Gajeel, despite how Fairy Tail's newest member undid it."

"After that little stunt, I realized that we weren't hard enough on them." Gajeel jeered. "So, I decided to leave them a little something extra. A present. One that's sure to get the panties of that Guild in a knot."

"Very good, my boy," Jose praised. "Be sure to not bring any harm to you-know-who, if you please?"

Gajeel only grinned wickedly.

...

**Magnolia **

The next day, the Ultimate Team was preparing to head toward the repaired Guild Hall, until they spotted a disturbance in Southgate Park. They approached a large crowd, composed of a big sum of their Guild mates and town citizens, which was gathered at a large tree in the center of the park.

They were concerned, everyone looked horrified. When they spotted the commotion Ben and the other gasped in horror. Hanging from the trunk of the huge tree was Levy, Droy, and Jet. All three of them looked seriously beaten up. Iron clamps were keeping them pinned to the tree trunk, and painted on the tree was the Phantom Guild mark.

"LEVY!" Lucy cried.

Natsu clenched his fists, his eyes burning with fury. Ben was feeling a similar sense of anger as he glared at the Phantom mark on the tree. He gritted his teeth, trying to keep his emotions in check. However, Ben couldn't say the same for Natsu, not that he could blame him. The teen hero didn't know these Phantom Lord guys but they had hurt his friends and placed them where everyone in town could see them, like trophies.

'_I don't care if I know them or not. They've gone too far! Nobody messes with my friends and gets away with it!' _Ben thought, clenching his own fists.

The crowd grew silent and cleared a path for Master Makarov. Instead of his usual attire, he was wearing a pair of black pants and a white coat with the Ten Wizard Saint symbol on the back; though he still held his familiar cane in his hand.

"I can take our headquarters being reduced to rubble," hissed Makarov, "but I will not allow harm to come to my children without TAKING REVENGE!" His grip tightened until it promptly crushed his cane's shaft.

Suddenly, golden light began to shine from beneath the old man. Ben took a cautious step back. He had never seen Makarov like this, and he could feel a scary amount of power radiating off of him.

With an enraged scowl on his face, Makarov yelled, "We have no choice but to go to war!"

…

**Oak Town**

Oak Town, located in the Northeastern sector of Fiore, was home to the Phantom Lord Guild. The Guild Hall itself was a large, stone castle-like building that towered above all the other structures in the town. The Phantom Lord members were all lounging around, drinking beer, talking, and laughing.

The biggest conversation topic today was Gajeel defeating three Fairy Tail members singlehandedly and hanging them up on a tree in a city park for everyone to see. Three wizards were sauntering toward the main doors with smug smirks on their faces.

"Wow," one said, "we should go pick off a few Fairies ourselves."

As they approached the exit, the front doors were blasted off of their hinges by a flaming inferno, sending the three wizards careening back. The Phantoms quickly turned their gaze to the main doors, and as the smoke cleared, standing in the doorway was a pissed off Natsu Dragneel.

Standing behind was Ben, Erza, Gray, and the rest of the Fairy Tail Guild. Lucy was absent, offering to stay behind and watch over Team Shadow Gear back at the Magnolia Hospital.

"Fairy Tail has come calling!" Makarov declared.

A group of Phantom Lords immediately jumped at Natsu, letting out battle cries. The Fire Dragon Slayer shot out a wall of fire, blasting back the group, their bodies charred and smoking.

"Alright! Who wants to play with fire?" Natsu roared.

Ben stepped forward and swiftly activated the Omnitrix and selected an alien. "And who wants to play with…" He slammed down the core. After an emerald flash, the Phantom Guild was taken back to see a seven foot tall plant-man with a flame pattern design now standing by Natsu.

"**Swampfire!" **Ben yelled, finishing his last statement. "It's Hero time!"

The Phantom mages quickly got over their shock and charged head on at Fairy Tail. Natsu and Swampfire charged head first at the large pack of enemy wizards, both lighting up their fists with flames and punching the lights out of their opponents.

Meanwhile, Macao held out his hand, and chanted, **"Fish Net!" **Without warning, several bluish-purple tendrils of energy manifested out from a purple magic circle on his hand and wrapped up several Phantom Mages, suspending them in the air.

Macao turned to Wakaba behind him. "Now Wakaba!"

The green shirt man smirked. "On it! Here comes, **Smoke Punch!" **Suddenly, multiple pink magic fists fired out from Wakaba's pipe and punched the Phantom mages trapped in Macao's net.

As the various members of Fairy Tail and Phantom Lord battled, Swampfire was in the middle. A random member had used a bench as a springboard to leap at Ben; however, the Omnitrix bearer saw this coming. He cocked back his green fist and delivered a wicked haymaker into the guy's face, sending him flying back across the room.

A couple more charged Swampfire from the side, but he easily summoned fireballs in his hands and fired blazing streams of flame at the duo. He received similar results like from the last guy, they were sent careening back – only this time, these guys were charred.

Swampfire inwardly smirked. These Phantom creeps had nothing on him, and from the way the battle was shaping out, on his Guild mates either. However, before Swampfire could continue his onslaught, he was quickly surrounded by a group of a dozen Phantom mages.

The Methanosian looked around him, a scowl etched on his black face. "Come on you bunch of pansies!" Swampfire challenged. "Attack me if you got the guts!"

"Get that freak!" a Phantom wizard shouted.

Half of the group in front of Ben leaped at Ben, magic circles forming in their hands. Swampfire didn't know what magic they possessed, which meant he wasn't going to take a chance. He held out his arms and discharged two powerful streams of fire. The six mages were quickly blasted back unconscious.

Despite the power that Swampfire was demonstrating, the other half of the group engaged him. One was lifting up an axe to strike him, but Ben dodged the swipe and backhanded the guy to the ground. Suddenly, a mage had managed to sneak up behind Swampfire and stabbed his magic sword straight through his abdomen.

The man behind Ben sneered. "Not so tough now, are you Fairy Tail fly?"

Swampfire smirked. He pulled forward until the sword was removed. The man gasped in shock as the hole in his enemy's torso instantly healed with a sickening suction sound.

"W-w-what the…?" he stammered.

"I am not a fly." Swampfire lunged at the mage in a blink of an eye, and sent an uppercut into his jaw. The wizard went flying backwards until he crashed into another group of Phantom mages. "I'm a superhero!"

In the midst of the fighting, Makarov stood nonchalantly with his arms crossed and his eyes shut. A large mass of Phantom wizards, who surrounded him, all charged at once. Makarov opened up his eyes, bright golden light shining out of them. All of a sudden, the ground began to shake as Makarov's body increased to a height of sixty feet, the same height as Humungousaur fully grown.

He slammed his palm on the stone floor, trapping a few mages underneath. They all stared up in fear and awe.

"He's…a monster!" a Phantom mage said fearfully.

"AND YOU WOULD DARE HURT THIS MONSTER'S CHILDREN!" Makarov bellowed; golden light illuminating off his body. "WERE YOU REALLY FOOLISH ENOUGH TO BELIEVE THE COUNCIL'S LAWS WOULD PROTECT YOU FROM MY RAGE?!"

The Phantom Lord members all paused, expressions of shock and awe plastered on their faces. They were amazed by the power shown in Master Makarov and the members of Fairy Tail.

"He's pretty strong." One remarked.

"Yeah, and his members are strong too." Another added.

"I didn't know Fairy Tail was like this."

As Fairy Tail continued their onslaught on Phantom Lord, the super-grown Master Makarov glanced around. "JOSE, SHOW YOURSELF!"

Erza, who was in her normal Heart Kreuz outfit, slashing two swords away at her opponents, Re-Quipped into her Flame Empress Armor. This armor was primarily dark red but also sported orange and black parts, with the first ones being shaped like flames and the second resembling the limbs of a Dragon. Her bright scarlet hair was tied into a pair of high, long pigtails. In her right hand was a long red, flaming sword.

Erza cried out as she leapt into the air, slashing her flaming sword at a group of Phantom mages. The attack sent them sprawling back charred and beaten.

"TELL ME!" she yelled. "Where can I find Gajeel and the Element 4!?"

Meanwhile, a man with black spiky hair stood atop one of the many timber rafters on the ceiling. Gajeel smirked at the scene taking place. He had to admit, he was impressed by how much power Fairy Tail was showing, beating up his Guild mates like nothing. His eye was especially caught by Master Makarov, Erza, and Swampfire. He didn't know Ben's true identity, only that he was responsible for repairing the damage done to the Fairy Tail Guild Hall.

"Ah, the legend herself, Titania Erza," Gajeel said. "I guess Laxus and Mystogan are too scared to play, or do they not care? Either way, Master Jose knew exactly how this was going to go down." He pauses and grins. "Looks like they're really good fighters…for a bunch of scumbags,"

As the battle waged on below, Natsu was consuming the fire that Phantom mages shot at him, which stunned them. The pink haired young man burped as a hungry grin spread on his face. "Oh yeah, now I got a fire in my belly!"

"No way! He ate fire!" a Phantom mage cried.

"You don't think he's one of _those_?" another asked in fear.

Natsu slammed his fists together, a reddish-orange circle appearing in front of them. **"**I'm gonna blow you away! **Fire Dragon Roar!" **He put both hands over his mouth like a trumpeter, a huge torrent of flames bursting out. The fire sent the group flying back with burns.

Gray, who wasn't wearing a shirt, stood in the center of a big pack of Phantom mages. The mages all charged at the raven haired teen, but Gray remained calm. He put his fist on top of his palm and held them out.

"**Ice Make: Lance!" **

Without warning, a barrage of icy lances shot out from a magic circle in front of Gray. The lances sent the wizards sprawling back uncontrollably.

Erza had Re-Quipped into her Black Wing Armor. It was black with silver trimming with silver crosses in several places, consisting of a silver-edged breastplate and plates flanking her hips that reached down to her waist-guard, and two wings that had black metal "arms" acting as the wings' leading structure. Her hair was tied into a long ponytail.

As she flew though the air, she slashed her silver blade at her enemies and threw them around like nothing.

Eventually, Natsu and Gray were back-to-back, the former's hands covered in fire while the latter's were shrouded in icy mist.

"You're not doing so bad for being a snowman." Natsu quipped.

"I could say the same for you too, pyro." Gray replied.

Across the room, Swampfire was beginning to become overwhelmed. He had taken care of the first few waves of Phantom Lord mages without a hitch. But now, it seemed most of the remaining mages were turning their sights on Ben. He guessed they were either trying to overwhelm him with numbers or were just stupid…maybe both.

A Phantom mage held up a rod and fired a bolt of lightning at Swampfire. The lightning went straight through Ben's torso, scorching the green parts around it. He grunted in slight pain as he fell to a knee. A wave of weakness overcame him as his body worked to regenerate the injury.

"He's weakened! Take him down!" the wizard who'd shot Ben ordered.

"Yeah, he can't take all of us at once!" another shouted.

Taking their golden opportunity, a squad of at least two dozen Phantoms all jumped at Swampfire simultaneously. Ben lifted his flame-patterned head up and could only watch as the group dog-piled on top of him. While the large clique piled on top of the Omnitrix bearer, ten other wizards surrounded the pile. Some were holding magic swords and axes while others were summoning magic circles.

"He's not so tough after all." A mage commented smugly.

Erza, who was still flying in the air in her Black Wing Armor, witnessed Ben get overwhelmed. "Ben, hang on!" she yelled, taking off toward the large pile with her sword reared back.

Before she got there, though, a familiar green light flashed through the open spaces of the pile of wizards. All of a sudden, a massive azure blast erupted from beneath the pile of wizards and sent them all flying in every direction. Erza made sure to dodge the burnt mages flying past her.

As the smoke cleared, standing there was an eight-foot-tall being that looked like a humanoid tree. Its body was comprised of dark brown, petrified wood. On its hunched back were three blue, gooey shells and his flame-patterned head was inside one of the frontward facing shells. The Omnitrix dial, which now had four prongs sticking out, was still positioned on its chest. And on its left shoulder was the Fairy Tail Guild mark stamped in black.

"**Ultimate Swampfire!" **Ben yelled in a deep, nasally voice.

The Phantom mages who hadn't been blasted away all stood frozen, shaking and muttering incoherently. Erza's own eyes widened from seeing this new form. She could sense a lot more power radiating from this Ultimate Swampfire than the original.

"What the hell is that thing?!" One shouted.

"What kind of Take-Over wizard is this guy?"

"He…he must be very powerful." A guy stuttered timidly.

"WHO CARES!" a brave Phantom wizard shouted. "GET HIM!"

The ten men charged at Ben; however, Ultimate Swampfire stood still uncaringly. As the mages got within range, he held out both hands and discharged a powerful blast of blue fire at them. They cried out in pain from the flames as they were blasted back with burns across their bodies.

Ultimate Swampfire pulled off some blue, gooey balls form his forearm and tossed them at the feet of another Phantom band. Upon hitting the floor, they ignited into blue fireballs and sent them careening back. The teen hero ran forward, tossing countless 'grenades' at his enemies, which quickly subdued them.

Across the area of unconscious, semi-burned Phantom Guild members, blue fire was scattered all over and eating away at the air. Erza descended from the air and landed by Ben, looking his new form up and down.

"Quite an impressive form," Erza commented.

Ultimate Swampfire turned to her. "Thanks," He then noticed Titania's attire. If he were human, he'd be blushing quite a bit. It didn't leave much to the imagination, but he was also confused, how could something like _that_ protect her? "Uh…nice armor…if that's what you call it."

"This is my Black Wing Armor." Erza elaborated. "It grants me flight and better offensive capabilities against my enemies."

The duo refocused on their surroundings as another pack of Phantoms was forming a tight circle around them. Ben and Erza were now back-to-back, the former summoning cobalt fire in his wooden-like hands.

"Well," Ultimate Swampfire said, "why don't you show me how powerful it is then?"

Erza smirked. "With pleasure!"

The Phantom Lords yelled as they all jumped at the duo. Erza Scarlet flew into the air and delivered a powerful swipe from her silver blade, sending her attackers careening back. Ultimate Swampfire extended his arms and discharged an intense blast of blue flames. His opponents cried out in pain from the hot fire as they flew back and crashed in random places across the trashed Guild Hall.

Erza landed by Ultimate Swampfire's left side, smiling. "Is that powerful enough?" she teased.

Ben only smirked in response.

The two ran over to their other Guild members, stepping over unconscious Phantom Lord members on the way. Some of the Fairy Tail mages, like Natsu, were taken back when they saw Ultimate Swampfire.

"Whoa," Natsu breathed, "nice form, Ben. This guy's nearly hotter than I am."

"Thanks," Ben's expression then grew serious. "But we still got plenty of these Phantom creeps left to fight."

It was true. They had successfully subdued a large fraction of Phantom Lord, but there were still plenty left standing. Though they were now wary of Fairy Tail's might, they still surrounded them and were ready to engage. The Fairy Tail Guild stood together and prepared to continue their fight.

"We got 'em right where we want them though." Wakaba said.

"Erza," the redhead looked up the stairs that led to the second floor to see Makarov. He had reverted back to his normal size, but that didn't make him defenseless at all. "I'll leave the rabble to you and the others."

"Yes sir," she acknowledged.

Makarov walked leisurely but with a menacing aura casting off him. "Jose must be on the top floor." he growled. "When I find him, there will be hell to pay."

Erza watched as Makarov disappeared from view. "Please be careful." She prayed.

Ultimate Swampfire heard what she said and turned to her. "Will he be alright?"

The mighty Titania turned to Ben. "Jose is strong, but I'm sure Makarov will be fine."

Ben glanced back up the stairs. He knew that Makarov, despite his size, was a very strong person. Nevertheless, he was getting an uneasy feeling at the moment.

'_I don't know why,' _Ben thought_, 'but something just doesn't feel right.' _

Makarov walked up to a wall, and without having to touch it, the stone was blasted away. On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall.

"Now that their little boss man is out of the way," Gajeel said, "it's time I throw myself into the mix."

The Iron Dragon Slayer then jumped off the wooden girders, descending to the floor below. A hungry, sadistic grin spread across his face.

…

**A/N: Okay, I've gone back and completely removed Ryven from the story. Hopefully this makes things better. I'll do the same for the next chapter and add in some things to where it doesn't follow the canon completely. **

**After hearing all your arguments, I can concede that it is too soon for a rival for Ben. But when I actually bring in one later down the road, would you guys prefer it be someone like Albedo during the Edolas arc or someone else in the Fairy Tail verse? IF you pick the latter suggestion, say who it is. **

**I hope you guys will be more at ease now. Anyways, please review and leave an honest critique. I just hope they're better. Getting a ton of negative reviews really doesn't seat well with me.**


	10. The Phantom Lord Pt 2

**Ultimate Fairy**

**Chapter 10: The Phantom Lord **

**Part II**

…

**Phantom Lord Guild Hall **

Ben Tennyson was no stranger to battles. He had been in many throughout the years; however, he had to concede, he's never been in a fight like this one before. Things were still leaning toward Fairy Tail's favor, but Ben still had a nagging feeling in his gut that told him something was wrong. Nevertheless, like the rest of his friends, he continued the onslaught against Phantom.

Ultimate Swampfire pulled off a blue, gooey shell from his back and tossed it at the feet of a Phantom clique in front of him. The shell instantly ignited in a cobalt inferno, blasting the mages off their feet and sending their bodies flying back.

"Yeah!" Natsu exclaimed; his fist covered in flames. "These guys got nothing on us!"

Suddenly, a crash got everyone's attention. The Guild members from both sides ceased fighting and looked up at the large Phantom Lord sign in the room. Standing on the top was a young man with black spiked hair, a black and silver vest, and had iron studs all over his body.

A few members mumbled in fear from the presence of the man whilst Erza's eyes narrowed from recognition.

Gray looked at Natsu, and glared. "You were saying?"

"It's the Iron Dragon Slayer," Erza muttered, "Black Steel Gajeel."

"That's the Iron Dragon Slayer?" Ultimate Swampfire said, taking note of Gajeel's appearance. He closely resembled a heavy-metal musician in Ben's view. "He sure has the look for it."

Suddenly, Nab, a tan skinned man wearing a black vest and a necklace of skulls, jumped into view behind Gajeel. "You attacked Levy! AGGHH!"

Before Nab could punch him though, Gajeel transformed his right arm into a large, iron pillar and swiftly slammed it into Nab's torso. Gajeel's iron-club arm kept stretching out until it smashed across the floor, forming a trench and knocking back his own guild mate in the process.

"Whoa," Ultimate Swampfire gapped. He certainly wasn't expecting that!

"What the?!" Gray said; an expression of shock portrayed on his face. "He just knocked back his own guild mates with that attack!"

Black Steel Gajeel jumped from the billboard and landed safely on his feet. He chuckled as his iron-club arm reverted back to normal. "Show me what you got. Unless you scum are too scared to face the great Iron Dragon Slayer." He taunted.

This immediately enraged Elfman. "Too scared!" He lunged straight at Gajeel, his arm, which was transformed into some sort of beast-like appendage, was cocked back. "Real men have no fear!"

An amethyst magic circle appeared in front of Elfman as his beast arm shifted into a bulky, stone-covered one. His stone fist connected with Gajeel's shoulder, but had no effect on the black haired man.

"You're Elfman, right?" Gajeel said. He then shifted his other arm into an iron pillar and extended it toward Elfman.

The large white haired man was quick to dodge the attack though. As Gajeel's arm returned to normal, he then kicked his leg out, which instantly changed into an iron-club and stretched toward Elfman at high speeds. Amazingly, Elfman caught the pillar with his still armored hand.

"Ah, not bad big guy," praised Gajeel.

"Well, that's because I'm a real man." Elfman stated.

"Yeah," Gajeel smirked, "well then, let's see how a _real_ man handles this!"

Without warning, a few lumps grew from Gajeel's leg. They quickly stretched out into miniature pillars and smacked into random Phantom members nearby who were spectating.

'_Huh?!' _Ultimate Swampfire thought, feeling his anger rise. _'This guy would purposely attack his own friends?' _

"They're Phantom! You attacked your own men?!" Elfman shouted as he looked at the Phantom members being knocked back by Gajeel's manifested pillars.

"Because I knew it would distract yah!" Gajeel explained. His right arm shifted into a club and slammed into Elfman's face, driving him back.

Natsu jumped into view and used Elfman as a springboard to launch himself at Gajeel. He dodged another iron-club that Black Steel attempted to strike him with. The fire mage lite up his hands with flame and delivered a wicked right hook into Gajeel's face. The blow sent the iron mage flying back and crashing through the bar area.

"Whoa," a scared Phantom mage said, "he sent him flying!"

"No one's ever done that before." Another added uneasily.

With a small groan, Gajeel steadily picked himself out from the wreckage of the ruined bar countertop, glaring at the pinked haired mage who had punched him.

"Allow me to introduce myself," Natsu said with his fists still shrouded in fire. "I'm Fairy Tail's Dragon Slayer."

A wicked grin grew across Gajeel's face.

"Elfman, leave this guy to me." Natsu demanded.

"Aw come on!" Elfman complained. "First you used me as a springboard and now you're stealing my man-to-man fight?"

Gajeel jumped forward and shouted, **"Iron Dragon Club!" **

The onyx haired mage's arm shifted into a large, steel colored pillar and extended toward Natsu. Natsu managed to catch the club but was still driven back a few meters.

"Natsu!" Erza yelled. She and Ultimate Swampfire both took a step forward, worried for their friend and ready to jump in if necessary.

However, Natsu came to a stop as his feet found a grip on the stone floor. The fire mage's fingers were now smoking as his hold on Gajeel's clubbed arm tightened.

"You tried to destroy our Guild Hall and then you attacked Levy's team." Natsu snarled. He lifted up his head and glared at his opponent. His hands ignited in flames as his fury increased. "I'm gonna make you pay!"

Natsu tossed Gajeel upward. The iron mage, however, used one of the rafters as a springboard to launch himself back at Natsu. But the Fire Dragon Slayer expected this as he reared back and connected his flaming fist with Gajeel's face, sending him crashing into a wall.

"Oh boy," Ultimate Swampfire commented, "he's fired up now."

"Yeah, I'd hate to be that other guy." Macao added.

Elfman huffed.

"He's quite a wizard." Erza said proudly.

"Alright fine," Elfman conceded. "You're manlier than I thought. I'll let you have this one, but you gotta promise me that…"

"Too bad," Natsu interrupted, turning around as he placed a hand on his right bicep. He knew Elfman was fixing to say to leave some for him. "I'm gonna beat him to a pulp!"

Their attention was grabbed again from the sounds of shifting rocks. They turned to the pile of rubble by the wall that Gajeel had crashed into. A fist broke out and stone fragments were moved aside as Gajeel stood back up. He appeared to be unscathed.

"Nice try," the iron mage mocked, "but I'm still standing."

"You won't be for much longer though." Natsu retorted.

Gajeel's grinned widely. "Oh yeah!"

Suddenly, Gajeel rushed forward at blinding speeds. Natsu was unprepared for his opponent's iron-clubbed leg slamming into him. The pink haired mage was thrown back across the floor, forming a crevasse and throwing up rocks and dirt.

"That hurt." Gray remarked.

"This is pretty crazy." Loke noted.

Ultimate Swampfire cocked a brow as he looked at Loke strangely. "Everything about this is crazy, dude."

"Oh what's the matter?" Gajeel prodded. "You can dish it out but you can't take it?"

Instantly, stones and cracked wooden boards went flying from the trench as fire blazed upward. Natsu jumped out and stood in front of the other Dragon Slayer. A hungry smile was spread across his face.

"It's gonna take more than that to keep me down!" proclaimed Natsu.

The black haired mage grinned. "You seriously think you can beat me, yah pyro!?" A light green magic circle appeared around his right fist.

"What do yah mean think? I know I can!" Natsu countered as a fiery colored magic circle instantly appeared around his fist too.

"We'll see about that!" Gajeel yelled. He shifted his arm into a metal club and shot it toward Natsu.

The Fire Dragon Slayer easily caught it with his flaming hands, only being driven back a couple meters.

"Your steel beams can't even touch me." The metal pillar between Natsu's hand began to liquefy as his anger rose. "You better start stepping up your game!"

"The rumors are true." Gajeel said. "You're way more powerful than yah look."

The iron mage pulled back his club arm as it shifted back to normal, a bit of smoke billowing off of his skin. "Ha! That actually burns a little." he jeered. "Is that all yah got, Salamander?"

"That was only my warm-up." Natsu scowled. "I'm just getting started. You ain't seen nothing yet yah metal freak!"

For a moment, the two Dragon Slayers stared down at each other. Fairy Tail and Phantom had all ceased fighting as they watched the fight. The tension in the room was palpable.

Suddenly, the stone floor beneath both Dragon Slayers erupted as they lunged at one another. Natsu threw a right jab and then a left hook, but Gajeel blocked each attack and then punched Natsu in the face, specifically his left eye.

Natsu went sliding back, he growled in pain from the hit to his eye. "Man this guy is tough." He muttered.

Gajeel leaped high and aimed himself to deliver a powerful kick into Natsu. Salamander though cocked back his flaming fist and punched the sole of Gajeel's boots. He went flying upward, but a couple of spikes popped out from the heels of his boots, allowing him to stand upside down from a wooden rafter.

Natsu crouched low and jumped at Gajeel, intending to strike him again. Gajeel was ready as he shifted his arm into an iron-club to block the blow; however, the force behind it sent the iron mage careening upward as he crashed through a couple rafters.

"How do you like that, huh?!" Natsu yelled.

Gajeel grabbed onto a support beam and pierced the rafter with his spiked heels like he did before. "Don't get too cocky! It won't happen again!"

The two continued to glare at each other, the anger between them was profound. The attention of both Guilds had been captured by Natsu and Gajeel's fight. Even Ben found himself engrossed in watching the brawl, though if things did get too intense, he was ready to step in.

Gajeel made the first move as he transformed his arm into an iron-pillar and stretched it toward Natsu. The fire mage was quick to dodge out of the way, letting Gajeel's club destroy the girder he was previously standing on. Natsu lit his feet on fire and blasted himself straight at the iron mage, his fist cocked back.

"**Fire Dragon Iron Fist!" **he yelled.

Gajeel was too slow to jump out of the way, but he held up his iron-clubbed arm and used it to block the punch. However, the firepower and strength behind it sent him hurdling downwards. A few Phantom mages jumped out of the way as Gajeel slammed into the floor, creating a shallow crater.

Natsu descended from the rafters and landed on his feet near the crater edge. A hazy dust cloud was billowing over the hole.

Natsu smirked brightly. "Had enough yet!"

There was no response. Natsu, along with the others watching, were beginning to think Gajeel was down for the count. But suddenly, a huge iron-club shot out from the dust cloud and slammed into Natsu's gut with a lot of force. The blow sent the Salamander smacking hard into a wall, burying him under a big pile of rocky rubble.

"Natsu!" Erza cried.

Gajeel stepped out of the small crater, his arm reverting back to normal. A grin of smugness was adorning his lips.

"Anyone else wanna give me a try?" Gajeel challenged.

Ultimate Swampfire clenched his wooden-like fists. He'd seriously had enough of this iron blowhard. The hyper-evolved Methanosian rushed forward and stopped a few meters away from the onyx haired young man.

"Challenge accepted!" Ultimate Swampfire said. He held up both hands and fired an intense blast of azure fire.

Some of the Fairy Tail and Phantom Lord mages had to look away due to the intensity of the flames. Ben kept up his attack for a couple moments before he ceased and lowered his arms. The aftermath of the blast was a scorched trench in the stone floors, black smoke hazing off of it.

As the smoke cleared, Ultimate Swampfire, and the rest of Fairy Tail were stunned to see Gajeel still standing! He had been forced back a few meters and both of his arms were shifted into thick, iron-clubs, crossed out in front of him. However, smoke was hazing off his body and there appeared to be some red hotspots on his arms as well; nonetheless, he didn't seem to be in pain.

Gajeel smirked as his arms reverted to normal. "Nice shot. You're that new Take-Over mage, right?"

Ben inwardly sighed. He was really starting to get annoyed with people calling him that. He wasn't a wizard, he was a superhero! Nevertheless, he didn't have the time or desire to tell everyone, especially his enemies that his powers came from technology rather than magic.

In the end, Ben decided to simply play along. "Yeah, who wants to know?"

Gajeel scowled in response. "You're the guy who undid my makeover to your Guild Hall. I didn't appreciate that!"

"**Iron Dragon Club!" **He roared.

Ultimate Swampfire was too slow to react as Gajeel's iron-club slammed into his wooden torso; however, instead of being blown back, he held on and pushed against the pillar. After sliding back at least twenty yards, the hyper-evolved Methanosian was able to stop the club. Gajeel gritted his teeth in frustration as he put more strength into overpowering Ben, but Ultimate Swampfire was still holding the pillar back.

'_Okay…looks like fire isn't going to help me beat this guy.' _Ben thought. _'So how do you beat a guy who can morph his limbs into iron-clubs?' _Suddenly, Ben recalled a thought he had after Erza first told him and the others about Gajeel.

"Okay Gajeel, I'll give you one last chance to give up while you're still ahead." Ultimate Swampfire stated, still pushing hard against Gajeel's iron-club.

The Iron Dragon Slayer's cocky grin grew bigger. "Bring it! You've got nothing on me yah fiery freak!" In Gajeel's mind, he had already beaten Salamander and endured Ultimate Swampfire's flame attack. He was confident he could win.

Ben smirked. "I'm really glad you said that."

With titanic effort, Ultimate Swampfire twisted the iron-club and threw Gajeel onto his side. While he was down, he slapped the Omnitrix dial again. The Phantom Guild Hall was shrouded in emerald light, forcing everyone to turn away.

When the light died away, standing in Ultimate Swampfire's place was an eight-foot-tall, dark blue humanoid robotic, beetle-like creature. It had dark bluish-purplish armor, a long horn on the top of his head connected to a shorter horn at the back, and a large silver mouth that spreads over part of his chest. It also possessed a belt and wristbands as well as green oval shaped eyes.

"**Eatle," **He shouted.

The Fairy Tail and Phantom Lord wizards were taken back from this unseen transformation. A few Phantoms began to mutter in awe and fear.

"Wow! What kind of mage is this guy?" a random Phantom asked.

"It's like he has some kind of Take-Over and Re-Quipping combo magic." Another one implied.

The Fairy Tail mages looked on in curiosity, especially Erza. Ben was always surprising them by changing into a new form with some amazing ability. The Queen of the Fairies stared at Ben quizzically, wondering what this form was capable of.

"Whoa, what can that thing do?" Gray inquired, asking the question that was on everyone's mind.

Gajeel picked himself up from the floor, glaring at Eatle as his arm shrunk back to its normal size. "So you changed into something uglier. Big deal! Doesn't mean I'm not gonna beat you senseless!"

With that said Gajeel rushed forward and leaped in the air, changing his right arm into a pillar once again and shooting it at Eatle. The beetle-like alien was quick to sidestep the attack, letting it strike the ground instead. He then grabbed Gajeel's iron-club, opened his large mouth, and took a big bite out of it!

The wizards of Fairy Tail and Phantom Lord were all shocked and dumbfounded by this. Did Ben really take a bite out of Gajeel's arm?

"Whoa! He just bit off a piece of Gajeel!" a Phantom mage shouted.

"No way." another commented.

"AWW!" Gajeel cried out. His arm quickly shrunk and changed back to normal; thankfully, there weren't any injuries. He looked back and glowered at Eatle.

"Hey!" He shouted indignantly. Then, the iron mage paused as Eatle began to chew away at the hunk of iron he bit off of Gajeel's club-arm and then swallowed it. "I'm the only one who eats iron around here! That's my move!"

"Oh yeah," Eatle said. Without warning, the fin on top of the beetle alien's head began to illuminate green. "Well this is _my_ move."

Gajeel was taken by surprise as a green energy beam blasted out of Eatle's fin and slammed into his chest. The Iron Dragon Slayer went careening back until he smashed into a wall, a pile of rubble falling over him.

"I think that wraps this up." Eatle remarked.

A groan caught Ben's attention. He looked to the side to see Natsu standing out of the stone debris, rubbing his torso area.

"You okay?" asked Eatle.

Natsu curtly nodded. "Fine,"

Before anything else could be said, the building began to shake violently.

"Everything's shaking." Wakaba noted.

"I guess they're going at it." Loke said.

Eatle paused and looked up. In a flash of green, he transformed back to Ben. "What's going on?" He asked.

"This is what happens when Master Makarov's angry." Cana remarked.

"It's called the Giant's Wrath." Macao explained.

"Nobody will be able to stop him now." Nab said confidently.

A few Phantom Lord wizards began to whimper in fear.

"He's going to make the Guild Hall collapse!" a Phantom mage cried.

Ben turned to that mage, and retorted, "Consider it payback for what you losers did to our Guild Hall."

"When the master gets angry, the master's even manlier." Elfman commented.

Erza, who had Re-Quip back into her Heart Kreuz armor, held up her magic sword and slashed it across the air. "Prepare to fight! We cannot lose as long as Master Makarov is with us!" She declared.

All of a sudden, everyone's attention was grabbed as something fell from the ceiling and crashed into the floor.

"What was that?" someone asked.

"It fell from the rafters."

When the dust cleared, everyone, including Ben, gasped in shock and horror. Lying in a small crater in the floor was Makarov. His skin had turned into a sickly green as well as his eyes and hair only a lighter shade.

"It's Gramps!" Natsu shouted.

"Is he okay?" Ben asked in panic.

"Master!" Erza yelled in worry.

Ben, Gray, Natsu, Erza, and Cana immediately came to Makarov's side. Erza picked him up in a cradling position.

"M-m-my m-magic power…it's…" Makarov stuttered, struggling to form a sentence.

"Master," Erza said softly, "calm down."

"What happened to him?" Cana asked.

"I don't know." Gray said. "But I don't sense any magical energy coming from him at all."

"That's bad," Ben turned to Gray, "right?"

"Gray," Elfman said in disbelief, "are you saying he's just an ordinary old man now?"

"No, that can't be!" Happy exclaimed, ready to break out in tears.

"Come on Gramps," Natsu encouraged, "you can pull through this."

While the Fairy Tail mages were focused on Makarov, Gajeel picked himself up from the pile of rubble. He wasn't injured too badly, only a minor bruise on his chest. As the rest of the Guild was distracted, he leaped up into the rafters. He stuck his spiked heels into the wooden beam so he could stand upside down with his arms crossed.

"Hmph," he mumbled, "guess the fun's over and just when things were starting to get good. I really wanted to get some payback on that Take-Over mage."

"I don't understand." Gray said. "Gramps is so powerful, how did they beat him?"

Ben turned his gaze from Makarov to the ceiling. He could see a straight shot all the way to what he presumed was the top floor, where whoever did this to Makarov would probably still be.

"Only one way to find out," Ben stated.

However, any chance of invading the upstairs was completely crushed as the other Phantom Lords begin to rally.

"Their master's been defeated!" a Phantom shouted.

"For real?"

"He's out!"

"You guys," one said, "We can beat 'em."

"Yeah, we can take these flies!" another added.

Erza, with a tear in her eye, turned to the Phantom mages. She had heard them speaking and knew that with the master out, their spirits would be revived. _'This is not good.' _She thought.

"LET'S GET 'EM!" One cried out.

The now recovered Phantom Lord wizards all charged and attacked Fairy Tail. Natsu quickly lit up his fists with fire and punched a Phantom mage who tried to jump him.

"Don't you start getting cocky!" the Dragon Slayer exclaimed.

Being taken surprise by Phantom's attack, Ben quickly activated the Omnitrix, selected an alien without looking, and slapped down the dial. After a flash of emerald, standing in Ben's place was a moth-man with blue and black colored skin. His wings were folded over his body, giving it the appearance of sinister cloak.

"**Big Chill," **Ben announced in an eerie whisper.

A clique of Phantoms lunged at Big Chill. The Necrofriggian simply went intangible, letting them pass through him. He opened up his wings and hovered in the air. Big Chill inhaled deeply and exhaled a sheet of ice over the pack of mages, freezing them like ice sculptures.

Big Chill looked around. Phantom was beginning to gain the advantage due to Fairy Tail's fractured spirits. Though Ben could handle himself just fine against these Phantom creeps, he knew that now that the master was down, they had lost their advantage. Continuing the fight would only cause more injuries and led to defeat.

Erza realized the same thing as Ben as she surveyed the battle. _'I can't do this. Without the master we aren't strong enough and our morale is dangerously low.' _Erza thought.

"We must retreat!" Erza commanded. "Everyone, back to the Guild at once!"

Natsu tossed away a Phantom wizard and stared at Erza incredulously. He wasn't the only one. Gray, Loke, and Elfman looked at her with shocked expressions.

"Erza?" Loke stuttered.

"No way!" Gray protested. "We can't give up!"

"Real men never retreat!" Elfman added.

"I still got some fight in me." Macao muttered. He was banged up and had Cana under his shoulder to support him.

"Me too," Cana concurred.

"Guys," Big Chill flew down toward them. "I don't like retreating either but we've lost the upper hand; besides, Makarov needs help now!"

"Ben is right. Now retreat!" Erza shouted. "That's an order."

Meanwhile, along the rafters of the Phantom Guild Hall, Gajeel watched as Fairy Tail fled out of the building. While still hanging upside down, he sneered as Fairy Tail began to fall back.

"There they go." He noted. "I knew it wouldn't be long before those gutless cowards gave up and started running for their lives."

"They're retreating with sorrow in their hearts." A man, standing on the rafter above Gajeel, said.

He was a tall, tan-skinned man with a rectangular face. His eyes were covered by a blindfold. He wore a long, green coat, yellow shirt, and a pair of loose pants. On his head was a green top hat that matched his jacket. This was Aria, the strongest member of the Element 4.

Gajeel flipped back up to stand on the girder next to Aria. "Aria, I can see you're creepier than ever." He commented. "I gotta commend you for taking down that Fairy Tail geezer."

"I just followed Master Jose's orders." Then, a waterfall amount of tears began to pour out from beneath his blindfold. "But…thank you!" Aria sobbed.

"Why are you always crying? Geez, cut it out!" Gajeel said in annoyance. A malevolent grin then grew on the iron mage's lips. "So, what happened to that Lucy girl?"

From below, Natsu's keen hearing had picked up what Gajeel had said. He immediately turned to look up at him.

"She's been captured." Aria replied. "The poor wretch is being held in a gloomy cell at headquarters."

"So much for giving her a warm welcome, huh?" Gajeel joked smugly.

"No way," Natsu whispered, stunned over this new information.

"Is there something wrong?" Happy asked in concern.

Natsu didn't respond as he glared up at the Iron Dragon Slayer. "GAJEEL!"

The Iron Dragon Slayer looked down at Natsu and smirked. "We'll finish this someday, Salamander."

Aria extended his right arm behind Gajeel, and then both wizards vanished into thin air.

"Those jerks kidnapped Lucy." Natsu murmured, his anger boiling high.

Happy screamed in response.

"Everybody out!" Erza yelled, as flocks of Fairy Tail mages ran past her, bolting for the main gate. "Let's go!"

"No way! I'm not falling back yet." Gray claimed stubbornly. "They're gonna pay for what they did."

Erza came forward and gently lowered Gray's hand. "Please," she begged.

Gray's eyes widened in shock; he certainly wasn't expecting _this_ from the toughest woman in Fairy Tail. She put her face into his chest, tears streaming down her face.

"We need him." She continued, her voice quivering in-between her usual commando tone and sobbing. "We can't win without the master."

Without a word, Gray gave in. Erza lifted her tear-filled face from his chest as both mages sprinted for the door.

Fairy Tail ran out the main doors as they retreated. Big Chill, who was flying at the rear, looked back to see a swarm of Phantoms still chasing after his friends. The Necrofriggian turned to face them, inhaled deeply, and let loose a powerful blast of cold breath. As a result, a giant wall of ice formed on the floor between him and Phantom Lord, blocking any attempts by them to continue their chase.

"That outta hold 'em." Big Chill said.

Ben was just about to follow the others until he noticed that a certain Dragon Slayer and flying cat were still in the Guild Hall.

'_What are they still doing here?' _Ben wondered.

Big Chill quickly went intangible, preventing the Phantom Lord mages from seeing him. Not that he needed to, since the rest of wizards were so focused on breaking through his ice wall. Big Chill became tangible once more as he descended in front of Natsu and Happy, folding his wings over his body.

"Ben?" Natsu said with a cocked brow. "What are you still doing here?"

"I could ask the same for you." Big Chill replied.

"Natsu says Phantom's kidnapped Lucy!" Happy exclaimed. "He overheard Gajeel talking to one of his Guild mates."

The Necrofriggian's eyes widened from this new information. He pondered on this development for a moment and came to an easy decision.

"Okay, we need to find and rescue her." Big Chill replied. "Did that Gajeel jerk say where she was being held?"

"Other than that she's at their headquarters, no." Natsu shook his head. The fire mage then turned his attention to the clique of Phantoms still trying to break through the ice barrier. "But I think one of them might know where that is."

The Fire Dragon Slayer stomped over to the nearest unconscious Phantom member and grabbed the collar of his shirt, yanking him off the ground as he dragged him to a nearby storage room where Ben shut the door.

The man woke up and realized who was lifting him. "No!" he screamed, "The Salamander…and the Take-Over mage!"

"Hey," Happy shouted angrily, "I'm here too!"

Big Chill glowered coldly at the man. "You got it, pal. We need to chat." He said in a sinister, eerie tone.

"Please! Don't hurt me!" The mage begged.

…

Later, a mile outside the Phantom Guild Hall, Natsu, Ben, and Happy were walking across the rocky terrain, the former dragging the same Phantom mage he'd grabbed earlier behind him. In the distance were jagged, spike shaped mountain peaks.

"So what are we gonna do now?" Happy inquired, flying right by Natsu's side.

"Isn't it obvious?" Natsu replied. "We're gonna rescue Lucy."

"Only thing is, how do we get this guy to talk?" Ben questioned.

The man struggled against Natsu's iron grip, but his attempts were futile. The Dragon Slayer was too strong for him to overpower.

"Alright, pal," Salamander said, "where is she? Tell me."

"How should I know?" the mage choked out. "I don't know Lucy."

In response, Natsu ignited the man's body on fire, which shocked Ben to a certain extent. The flames weren't hot enough to kill, but certainly hot enough to cause pain. The Phantom began to cry out as he writhed in agony.

"I don't know her!" he cried out.

"Start talking!" Natsu snarled.

"I already told yah, dude, I don't know nothing!" He replied hysterically. "Now please put out the fire!"

"If any of you Phantom guys hurt another one of my friends, I swear I'll burn every one of you into a pile of ashes!" Natsu threatened, his fury boiling out of him and into the flames covering the Phantom mage, which in turn caused the temperature to rise.

'_Natsu's just like me.' _Ben thought. _'He stands up for his friends and will do anything to protect them.' _

The man screamed louder as the fire became hotter and more unbearable. "AHHH! Please, I'm telling yah man, I've never heard of this Lucy chick! If I did I would've told yah by now!"

"Funny you should say that because I was thinking I should've burnt you to a crisp by now." Natsu retorted irately.

"Aye," Happy agreed.

"Hang on, Natsu," Ben came to a stop and activated the Omnitrix. "I've got an idea that might make him squeal."

Natsu and Happy stopped, the former extinguishing the fire on the Phantom mage's body, much to his relief.

The Omnitrix bearer scrolled through his playlist for a short moment. When he found the form he wanted, he pressed the icon, and slammed down the dial. In a flash of green, standing in his place was a pale, ghostlike being that had black cracks around its body and a singular green eye in one of the cracks on its head.

"**Ghostfreak," **Ben announced in an eerie, raspy tone.

Natsu and Happy gaped as they stared at Ben's new form.

"Whoa," Natsu commented, he then smiled brightly, "you look like a ghost!"

"Aye," Happy agreed.

Ghostfreak floated toward the mage, who was now trembling in fear. "Please, don't hurt me!"

"Just tell us where Lucy is being held and I won't." Ghostfreak rasped.

"I don't know!"

"Funny," Ben said, "I think you know more than you're letting on. Natsu, Happy…turn away, you don't want to see this."

The pink haired mage and blue cat looked at each other and shrugged; nevertheless, they did as Ben requested and turned away. Sure that they wouldn't be affected, Ghostfreak returned his gaze to the Phantom wizard.

"Tell us what you know, or…" Ghostfreak grabbed at the loose skin on his torso and opened it up, releasing a volley of horrendous gray tentacles. As a result, the man let out a loud scream from the sight of the fear-inducing tentacles. He tried squirming away, but his body was too afraid to move. His eyes were bulging out whilst his face had paled considerably.

"Okay, okay! Our headquarters are up ahead!" the man said hastily "If I had to guess, I would say she would be locked up there!"

"You should've said that to begin with!" Natsu yelled, still looking away from the scene.

Satisfied with his response, Ghostfreak folded his skin back into place and tapped the Omnitrix dial, transforming back to Ben. Natsu and Happy turned around and were shocked to see the man lying on the ground, shaking in trepidation.

"What did you do?" asked Natsu.

Ben turned to him. "I used Ghostfreak's fear-inducing powers to make him tell us what he knew. But that's beside the point. Let's go rescue Lucy!"

…

Situated at the top of rocky hill was the headquarters of the Phantom Lord Guild. Lying in a melancholy, stone walled prison cell was Lucy, her hands bound behind her back. Lucy's brown eyes finally began to flutter open.

As soon as she regained full consciousness, she instantly sat up with wide eyes and blinked a few times. The Celestial mage was shocked and bewildered as she tried to figure out where she was.

"What the?" she remarked. "How did I get here?"

Suddenly, a figure appeared outside the cell, looking in through a small iron-barred window with only the lower half of his face visible.

"So you're finally awake." The man said. "I was getting worried about you, Lucy."

Lucy turned to the door, and asked, "Who are you?"

The metal door opened and revealed a tall, slim man with long, straight black hair that reached his shoulders. His lips were dark colored while his face was long and sharp. His attire consisted of a purple jester-like coat with a high collar, two dark blue prominent wings similar to a bat's on his back, a plain white shirt, and a purple witch-like hat bearing Phantom Lord's symbol.

He looked at Lucy with narrowed dark eyes and a malign smile. "I am Master Jose Porla," he answered, "of the Phantom Lord Guild."

"You're with Phantom?!" Lucy shouted angrily.

The blonde mage then recalled what had happened earlier. She remembered getting trapped in a sphere of water, courtesy of Juvia the rain woman, a member of the Element 4, and passing out inside of it.

"I would like to apologize for this dingy cell," Jose said, stepping into the cell, "being tied up must be degrading. But I'm afraid I had no choice my dear. That is how you treat a prisoner after all."

"You're the jerks who attacked my friend Levy and her team!" Lucy yelled, ignoring Jose's prattle. "You better let me go. My friends are gonna come looking for me."

Jose turned away, rubbing his chin in fake thought. "Depending on your willingness to cooperate, I'm fully prepared to treat you as a distinguished guest rather than a lowly prisoner."

"What do you mean by that?" asked Lucy. All of a sudden, when she noticed a pink centipede crawling on her leg, she shrieked in a girlish manner. "Awww! YUCK! A bug crawled on me!"

Jose smiled smugly. "See? You don't wanna stay in here, do you? I have a fully decorated suite ready for you, if you promise to behave."

"Why does your Guild keep attacking us?" Lucy demanded, not listening to what Jose's offer.

"Who is 'us'? Oh! I'm sorry are you talking about Fairy Tail?" Jose inquired in a mocking tone. He smiled sinisterly, showing off his pearly white teeth. "It was a means to an end, and that's all."

Lucy continued to stare at Jose determinedly. "What?"

"You see, we were working on our main objective of acquiring a certain someone." The Phantom master explained. "They happened to be a member of Fairy Tail so if we have to destroy the Guild to get a hold of them, so be it."

"Who are you talking about?"

"Well my, my you're such a naïve young lady," Jose remarked, "not at all what I would expect from a debutante."

Lucy lightly gasped while her eyes widened considerably.

"I'm talking about you of course." He continued. "Lady Lucy, the daughter of the wealthy Heartfilia family."

The Celestial wizard regained her composure and looked back at the Phantom Lord Guild master, but not with the same fire in her eyes as before. "But…how did you find out about that?"

"You know, I'm surprised you never told your fellow Guild members the truth." Jose admitted. "And I don't understand why the daughter of a wealthy tycoon would stoop to such dangerous work as wizard-ing for such a low-class Guild. Do you?"

"I've…been kidnapped?" She implied.

"No my dear, I promise it's not like that." He replied. "We're not looking for ransom money; we're just doing our job. We were hired by your father to bring you home to him."

In response, Lucy gasped in shock as her face paled a bit. "No," she quivered, her head hanging low. After a moment, she found her voice, and said to no one in particular, "I don't understand. Why would he want me back?"

"Why do you seem so confused? Any father would go looking for the daughter who ran away from home." Jose replied.

The blonde mage's eyes were closed as she clenched her teeth together, trying to keep herself from crying. "No…not him. Honestly I'm shocked he even noticed I was gone." She then snapped her head back up to Jose, her eyes burning with fury. "I'm not ever going back to that house! I don't want anything to do with him!"

"Oh dear, I should've know you would be problematic." The master of Phantom Lord commented, his creepy smile never wavering.

"Well then, you might as well let me go." Lucy stated.

"I'm sorry but I can't do that." He responded.

"Please, I need to go to the bathroom." She said, a sweat drop falling from her brows.

"Give me a break. You don't think I would fall for the oldest trick in the book, do you?" Jose muttered.

To make it seem real, Lucy began to squirm around. "No, please." She begged. "I'm dying here."

Jose grinned. "Fine then," He then brought forth a bucket out of thin air and laid it in front of her. "Go ahead."

"A bucket!" the Celestial wizard cried incredulously.

Jose chuckled in amusement. "I'm ready for any trick you may throw my way."

Lucy sighed, and then stood up and wiggled behind the bucket. "Guess it'll have to do." She conceded.

"You're gonna do it!?" Jose shouted, dumbfounded. His left eye began to twitch as he ground his teeth together in disgust. "Well…I have never met such a vulgar young lady!" He turned away. "I'll turn away because I'm a gentleman."

Lucy smirked in victory. She then kicked Jose right between the legs with as much force as she could unleash. As a result, Jose cried out in pain and collapsed to the floor, his legs clenched together as he writhed in agony.

"You know," Lucy retorted, "there's a reason old tricks are still around, because they work!"

Lucy then got up, glanced back and winked. "Bye! Take care, 'kay?"

Lucy bolted for the nearest exit, which happened to be a large opening that led outside. However, she quickly stopped when she saw the opening was actually a window that appeared to be over ten stories off the ground. She let out a collective gasp of fear, the cool wind blowing against her body.

Jose grunted as he steadily stood back up, though he was still clutching his groin area. "Oops! I forgot to mention…this cell is several stories high." With pained effort, Jose slowly walked toward her. "I must admit, you got a number on me, young lady."

Lucy glanced down at the ground far below. She shut her eyes as painful memories of her father returned to her.

"But you're not gonna get away with it." Jose continued, an uncanny smile reappearing on his black lips. "You will be punished. I'll show you just how terrifying Phantom Lord can be."

Lucy's face turned into rock-hard determination. With a deep inhale, Lucy did the unthinkable. She let herself fall backwards and fall over the edge. Jose, as a result, gasped from absolute shock.

As the blonde mage plummeted to her doom, she thought, _'I heard him in the distance. I know he's here.'_

"NATSU!" Lucy screamed, letting go of all the air in her lungs.

Suddenly, Natsu came running across the rocky terrain at full speed, his face set in determination.

"LUCY!"

With a huge amount of strength, Natsu crouched low and leaped into the air. Miraculously, Natsu caught the blonde haired mage in his arms. The momentum from his jump sent him and Lucy crashing into an old brick wall; however, Natsu made sure to take the full impact.

"Whoa," Happy breathed, "Natsu caught her!"

"Hallelujah!" Ben added, running up behind Happy.

When the dust cleared, Lucy was lying on top of Natsu; her big breasts were actually pressed up against his face. Ben sweat dropped from this scene, feeling very awkward at the moment.

"Made it just in time," He mumbled through her chest.

"Yeah," she said weakly, "thank you. I knew you'd save me."

A moment later, Natsu untied the rope from Lucy's wrists. "There you go. Are you okay?" He asked; feeling very concerned for his partner.

"Yeah," Ben said. "You did just fall several stories."

Lucy nodded, but with a downcast expression on her face. "I think so."

Ben looked at her closely. He didn't know what, but something wasn't right with Lucy. She seemed so desolate, and he doubted it was because she had fallen from such a height. Something had happened while she was in Phantom's clutches.

"That's good news." Happy replied. "Okay, we better head back to the Guild."

"What? That's their headquarters! Let's get 'em!" Natsu protested.

"We can't!" the blue cat disputed. "Erza told us to retreat!"

"Because she's a wimp! I'll face those guys myself if I have to."

"Natsu," Ben said sternly, "Happy's right. We need to leave. You saw what those guys did to the master."

"Exactly! That's why I wanna get revenge!" The Dragon Slayer declared.

"But you're not strong enough to fight them all on your own!" Happy argued.

"Who said I was going alone? We have Ben here to help out." Natsu pointed out.

"No, Natsu," the Omnitrix bearer stated. "We need to get back to the Guild Hall now before anyone else gets hurt."

"Oh come on!" the fire mage protested.

"I'm sorry." Lucy whimpered weakly, clutching the end of her blue skirt. "I'm so sorry."

Ben, Natsu, and Happy quickly ceased their quarreling and turned to Lucy in confusion. Their eyes widened a bit when they noticed that she was beginning to cry.

"All of this…is my fault. But I don't wanna leave. I wanna stay with you guys." She choked out through the tears, turning to face them.

The trio looked at her in worry. "What's wrong? You're crying. Why are you upset?" Natsu asked.

"You can tell us." Happy said softly.

Lucy didn't respond as she continued to cry.

"You're one of us. You don't have to leave." Natsu added.

"C'mon, let's get back to the Guild." Ben said.

Natsu rubbed the back of his head sheepishly. "Yeah okay, I guess we should." He conceded. He turned to her. "Okay Lucy, time to get up."

"Don't be so rough with her. Remember, girls are delicate." Happy chided.

"Okay, I'll carry you on my back. Is that cool?" Natsu asked the blonde girl.

Lucy only cried in response.

"Ahh," Happy moaned, "look what you did. You made the poor girl cry again."

"I was trying to help." Natsu replied as he placed Lucy on his back, crossing her legs over his waist while she wrapped her arms around his neck, her teary face buried into Natsu's shoulder.

"I think she would've cried anyway, Happy." Ben noted.

The Omnitrix hero, Dragon Slayer, and flying cat sauntered down the trail they'd come from, leaving the Phantom Lord headquarters in their wake.

…

In the gloomy cell, Master Jose had fallen to his knees, holding his crotch in agony. He began to hiss in anger until suddenly his form was shrouded by menacing purplish-black magic energy.

"SHE MADE ME ANGRY! HER FATE IS SEALED!" Jose bellowed furiously, his dark magic erupting around him.

…

**A/N: Well, I certainly hope this is a better chapter. I really just came up with the Ben and Gajeel matchup on the spot. Still, I did put a lot of effort and work into redoing this. Look out for the next chapter. A certain alien that most of you have urged me to bring in is making his grand appearance in the next chapter. **

**Anyways, I have a poll on my profile to decide Ben's demon form. Please check it out! **

**Well, like always, please review and give me an honest critique. I hope they will be better this time around now that Ryven's gone. **


	11. The Phantom Lord Pt 3

...

**Ultimate Fairy**

**Chapter 11: The Phantom Lord **

**Part III**

…

Inside the Fairy Tail Guild Hall, the majority of the Guild was sitting at various benches and nursing the injuries sustained in the battle against Phantom Lord. The morale amongst most of the group was low, and why shouldn't it be? Makarov had been defeated and was very sick; in addition, they'd had to retreat from their fight with Phantom.

As Macao, Wakaba, and a few other mages crowded around a table in hopes of hacking up a plan for a counterattack, Ben, Natsu, Happy, Gray, Elfman and Lucy were by a wall. The latter was sitting on a barrel in dismay. The whole group had looks of thought plastered on their faces. Once Ben, Natsu, and Happy had arrived back at the Guild, Lucy had told them how she was captured and why Phantom Lord had kidnapped her in the first place.

It turned out that Lucy was part of a very wealthy family; however, her father, who was her only living parent, cared little for her and she ran away because of it. But now, her dad had apparently hired Phantom Lord to bring her back to him. What Lucy and the others couldn't figure out was why.

Ben, who was leaning against the wall to the right of Lucy, glanced at the Celestial mage in concern. Since they'd rescued her from Phantom's clutches, she had been blaming herself for everything that had happened.

"Don't worry," Ben reassured. "We'll get him back for this." He was referring to Makarov.

That did little to help Lucy as her head sunk lower. "I know." She mumbled. "I'm not worried about that." She paused, appearing to be on the verge of crying again. "It's just…all my fault."

"Being targeted by powerful people is just one of the downsides of being rich." Elfman stated. He then smirked proudly. "At least you're protected by a real man like me."

Gray glowered back at him. "Hey! Would you give it a rest already!?"

"I gotta say I was pretty shocked when I heard the news." Happy confessed, standing in front of her. "Why'd you hide the truth from us, Lucy?"

"I wasn't trying to hide anything." She replied. "I mean, there's no way to bring up that I'm a runaway in casual conversation. I've been gone for nearly a year and my father hasn't cared. Now, all of a sudden, he wants to force me to come home? He's done all those horrible things just to bring me back. I hate his guts!"

Ben, along with the rest of the group, looked at the blonde mage with sympathy. The teen hero felt bad for Lucy. No father should do that to their children. Did all Fairy Tail mages have a hard past before joining the Guild? Though he has only been in the Guild for little more than a week, Ben was beginning to think so.

"Still, if I hadn't run away in the first place none of this would have ever happened." Lucy said dejectedly.

"Come on, don't be ridiculous." Elfman argued. "Your dad's the one to blame."

"Idiot!" Gray yelled.

"Uh…" the brute stuttered as he quickly corrected himself. "I mean that it's Phantom's fault!"

"No," Lucy said, "I'm the one who brought trouble to the Guild because of my own selfish choices. I'm so very sorry. I'm just gonna go back home and hopefully this will all be over."

"I seriously doubt that, Lucy." Ben countered softly. "From my experience, a group like Phantom Lord doesn't give up just like that."

"Ben's right, Luce," Natsu added, smiling brightly. "Besides, I can't see yah playing the part of the pretty princess lying around in your mansion."

Lucy stared at the Dragon Slayer, her breath trapped in her throat.

"Laughing with us in this filthy Guild Hall, going on adventures even though you freak out all the time, that's who you really are." Natsu proclaimed.

The Celestial wizard turned away, taking in everything Natsu was saying.

"You said you wanted to stay with us." He continued. "Why would you ever go back to the place you ran away from? C'mon, who are you trying to kid? You're Lucy of Fairy Tail. No more running 'cause you belong here with us."

Lucy looked back up at Natsu, her lower lip pouting out and a few tears trailing down her face. There was no question about it, she was definitely gonna cry again. Ben looked from her to Natsu and nodded, commending him on what she needed to hear. Gray, however, was rubbing the back of his head sheepishly whilst Elfman shivered in fear.

"Ah c'mon, don't cry." Gray said. "It's just not like you."

"Please!" begged Elfman. "Real men are weak against womanly tears!"

Meanwhile, Cana and Mira were by the bar, trying to get a hold of the Guild's other S-Class wizards. Gildarts was off on a long quest and unavailable, leaving Laxus and Mystogan as their only options to call upon. Cana had a set of magical playing cards set up in front of her, trying to establish a connection with Mystogan; however, her attempts were to no avail.

Eventually, she threw her cards off the table in frustration. "C'mon! I'm not getting any kind of read on where Mystogan is!"

Mirajane, who was sitting at the bar, looked back. "Oh dear, you did your best." She assured gently.

"If Lucy's their real target, then they're bound to attack." Cana said. "And I would bet on it being sooner than later. Right now, we just got too many wounded to put up much of a fight."

Mira turned forward, her eyes closed in sorrow. "Master is seriously wounded and we can't locate Mystogan." She then looked up and started into lacrima ball sitting on a golden four-legged stand. "You're the only one we can turn to. Please help us, Laxus."

Suddenly, the image of a blonde man with spiky hair that was Laxus, grandson of Makarov and one of the most powerful mages in Fairy Tail, appeared in the lacrima. His expression portrayed annoyance.

"We could really use you right now." Mirajane pleaded. "Fairy Tail's in grave danger."

"_Man! Makarov is freaking pathetic!"_ Laxus laughed loudly. He then ceased his laughing and sneered. _"I don't see how this is remotely my problem. You're big girls, so deal with it yourselves!_"

"So you're not gonna help us!?" Cana shouted incredulously.

"_Of course not!"_ Laxus replied. _"Why would I? That senile old toad started this. Why do I have to be the one to clean up his mess?"_

Mira furrowed her brows angrily, but she kept her emotions under check. "Please Laxus," she pleaded again, "Phantom Lord is trying to kidnap Lucy."

"_Who? Do I even know her? Oh wait…the new girl? I tell yah what; if you can talk her into being my woman I'll do whatever she wants." _

"You are such a pig!" Cana yelled.

Laxus scowled. _"Are you sure you want to talk that way to a guy you're begging to help yah? Do me a favor, if that geezer manages to pull through this, tell him he's over the hill and he should hand the Guild over to me!" _the S-Class mage broke out into another fit of laughter.

Suddenly the lacrima shattered into tiny pieces, courtesy of Mirajane. The white haired woman stood there with her fists clenched and tears racing down her face. Cana, meanwhile, looked at her in shock.

"Mira?" she whispered.

"I don't understand." Mirajane whimpered. "How can someone in Fairy Tail be so heartless and cruel?" She then turned around with determination on her face. "I can't just sit here and watch. I must join the others and fight!"

"Wait!" Cana disputed. "Don't be ridiculous!"

"I'm only useless being here at the Guild Hall." Mira retorted. "I wanna help!"

The card mage laid a supportive hand on her shoulder. "I understand but you'll only get in the way as you are now…even if you were once an S-Class wizard."

Mirajane glanced at Cana with tears streaming down her beautiful face. She knew that Cana was right, which only made her feel worse.

Without warning, the ground began to shake violently. Parts of the roof and wall chipped off of the Guild Hall and fell to the floor.

"Hey, what's going on?" Gray asked.

Ben was beginning to think that it was just an earthquake until Alzack rushed through the main doors, trepidation on his face. "OUTSIDE!"

The teen hero and the uninjured Fairy Tail mages rushed outside; however, they were immediately petrified in shock when they spotted the source of the shaking. Even Ben felt apprehensive.

In Lake Sciliora was the Phantom Lord Headquarters sitting on a big chunk of rock, but sprouting out from the rock were eight giant bronze colored legs! The earth trembled under each step that the giant building on legs took as it approached the shoreline in front of Fairy Tail's Guild Hall.

'_How is that possible?' _Ben wondered. _'Ugh…at this point, nothing should surprise me in this crazy world.' _

"What is that?!" Natsu exclaimed fearfully.

"It's a Guild Hall with ginormous legs!" Happy said.

"Is it Phantom?" Loke stammered.

Ben quickly recognized the building as Phantom's Headquarters, the same building that Lucy had jumped out of. Only this time, it was mobile!

Everyone's eyes were bulging out whilst their jaws hung low, their bodies frozen on the spot. Even Erza, who was in her Heart Kreuz armor, was shaking in fear. "I did not anticipate this. I did not think they would go to such extreme lengths to attack us!"

"I don't think anyone could've predicted _this._" Ben noted.

Finally, the Phantom Headquarters took one more giant step before it came to a halt. The building remained motionless for a short moment until a hatchway at the front lowered, allowing a long metal barrel to steadily extend out from the hatch.

Suddenly, dark blue energy became to swirl and coalesce around the end of the cannon's barrel, growing more intense by the second. Ben gasped. He may not be a weapons expert like Kevin, but he had been around powerful weapons long enough to know when one was powering up. And he knew that from the size alone, the blast from that cannon would not only destroy the Guild Hall but all of Magnolia as well.

Without a word, Ben rushed forward. He didn't have time to explain to his friends what he was going to do. At this point, he was running on his hero instincts.

"Ben!" Erza cried.

"Are you crazy?!" Cana shouted.

"Don't be stupid!" Macao yelled. "You can't stop that thing!"

The jacket-wearing hero ignored them as he rushed toward the cliff. He quickly activated the Omnitrix, scrolled through the list of available aliens and tapped the head icon he wanted, letting the faceplate slide back. To the shock and bafflement of the Fairy Tail wizards, Ben leaped off the cliff and plummeted to the lake below.

'_C'mon Omnitrix, don't let me down now!' _Ben thought before slamming down the core.

All of a sudden, a bright emerald light blinded the area. What the Fairy Tail mages noticed though, was that this flash was much larger and intense than when Ben usually transformed. When the light faded, the group noticed that a dark shadow was being cast over them. As they looked up, their jaws dropped further whilst their eyes widened in astonishment and disbelief.

Standing in the lake in front of the Guild was a giant bipedal humanoid that stood at a towering one thousand feet tall. It had a giant fin on its head that was red on top and black on the bottom. Its forearms, shoulders, feet, chest, and long fins protruding out from its elbows were all colored red while the rest of its body was white. The Omnitrix symbol was displayed proudly on its chest.

"**Way Big!" **Ben boomed, his voice carrying for miles.

The wizards outside continued to look up at the giant creature in awe. A few of them were even shaking in fear. Unexpectedly, Gray fainted and fell backwards.

"Holy moly!" Happy cried. "Is that Ben?!"

"I-I think so." Loke stuttered.

"Whoa! Why didn't he ever say he had a form like _that_?!" Cana shouted.

"He's…he's freaking huge!" Natsu stammered.

Erza said nothing; not that she could, she was incapable of saying anything at the moment. She gazed up at the enormous humanoid standing tall in front of the Guild. Her body was trembling ever so slightly as she stood frozen in shock.

Way Big glared at the eight-legged building standing at least half a mile away. Black lightning rippled across the energy ball collecting at the end of the barrel. Finally, with an earthshaking boom, a powerful bluish-black beam fired out from the cannon.

Way Big crossed his arms in front of him, forming a plus sign. Green cosmic energy began to amalgamate around the center of the plus. Without wasting a moment, the To'kustar fired a powerful emerald beam of energy. Both the cosmic and magical blast met head on above the lake water.

As a result, a giant ball of dark azure and emerald energy formed in-between the beams. Lake water below began to evaporate away due to the intense heat as the waves between the giant humanoid and building became bigger.

Way Big continued to regulate his power into the cosmic ray. The beam from Phantom's cannon was considerably strong, but Ben could tell that his cosmic beam could easily overpower the magical blast if he amped up his ray. However, if he did that, not only would he destroy Phantom Lord's headquarters and everyone in it, but possibly everything behind the walking guild hall for miles. He didn't want to kill anyone, so he continued to regulate his cosmic power to only hold the Jupiter Cannon's blast back.

The Fairy Tail wizards watched in awe as Way Big's attack kept the enemy's beam at bay. Both sides were locked in a stalemate. A moment passed, and Phantom's beam was losing strength. Way Big felt it and put a little more energy into his cosmic ray to push back the Jupiter Cannon's beam.

Another moment later, Phantom's energy beam disappeared, letting Way Big's ray shoot through and strike the cannon's barrel. Phantom's Headquarters shook from the blast, but the arachnid-like legs underneath kept it stable.

When the smoke and ocean vapors cleared, the cannon was scorched and cracked in various places. Way Big inwardly sighed in relief, grateful that his beam hadn't completely destroyed Phantom Lord's guild hall. They may be the enemy, but that doesn't give him the right to kill them.

Way Big turned around and stepped back onto the cliff and out of the lake. The Fairy Tail wizards cautiously backed away from the alien titan's feet. The To'kustar slapped the Omnitrix and, in a big flash of green, transformed back to Ben. He was panting from slight fatigue in using Way Big's cosmic beam for a while, but he was relatively okay.

The wizards of Fairy Tail stared at the Omnitrix wielder with shocked dumbfounded expressions.

"Whoa," Macao gapped. "He actually stopped it."

"No kidding," Cana said.

"Who knew he had a form that powerful?" Alzack added.

Natsu, Erza, and Gray walked over to Ben; the latter just regaining consciousness after he had fainted. The trio was still in shock over what they had just witnessed their new teammate do. Who could blame them?

"That...was quite a transformation." Erza muttered.

"I'll say!" Natsu exclaimed excitedly. "That was awesome!"

"Yeah…" Gray said, and then shouted, "But why didn't you tell us you had something like that?!"

Ben shrugged and weakly smiled. "Never really came up in a conversation."

Suddenly, before anyone else could comment, the voice of Jose echoed out from a PA system at Phantom Headquarters.

"_Impressive display of power Take-Over mage," _Jose praised. If he had been shocked over seeing Way Big, he was hiding it well. _"I'll admit I'm impressed. A shame you joined a guild full of weaklings. What a waste of potential." _

Ben growled in anger from the way Jose was talking about his friends. _'I'm starting to think maybe I should've blown a hole in his guild hall.' _Ben contemplated.

"_But it doesn't matter. Makarov has fallen and even you don't have the power to stop me__. Surrender Lucy Heartfilia immediately or I'll have no choice but to kill you all."_ Jose proclaimed conceitedly.

'_Is that dude really that dense?' _Ben pondered. _'I just changed into a giant alien, and he still thinks we don't have a shot? Talk about being arrogant.'_

"That's not gonna happen!" Alzack yelled.

"Like any Guild would hand over one of their own to a monster like you!" Bisca added.

"You hear that!?" Macao shouted. "Lucy's staying put!"

The other Fairy Tail mages spectating in the back agreed and began to rally.

"_I won't ask again!" _Jose said, his voice seething with rage.

Lucy stood still, her head hung low in a crestfallen matter. She started to cry once more. Everything that was happening was her fault. "Maybe I should just go with them? Give myself up." She whimpered.

"We would never betray her like that!" Erza roared. "You'd have to kill us first!"

The other Guild members yelled in agreement. Lucy's head perked up in shock.

"You can stop asking now cause we're not gonna give you any other answer!" Natsu shouted in fury. "We're taking every one of you jerks down!"

"If you think we'll just hand her over like that, then you're in for a serious ass kicking!" Ben yelled.

All the Fairy Tail mages began to roar in agreement. Their answer was final. They would never hand over Lucy, and they certainly weren't going out without a fight. Meanwhile, Lucy sobbed and placed a hand over her mouth. Her heart was touched by her Guild sticking up for her, willing to give up their lives for her.

"_IF THAT'S WHAT YOU WANT THEN I'LL GIVE YOU A SECOND HELPING OF JUPITER!" _Jose bellowed through the speakers. _"You've got fifteen minutes to hand her over or you can consider yourselves all dead!" _

"No way," Elfman gapped.

"What are we gonna do?" Cana asked.

"They're gonna fire at us again?" Loke stuttered.

Without warning, hordes of black phantoms flew out from the building and swarmed toward Fairy Tail.

"_You're in quite a quandary, aren't yah Fairy Tail?" _the master of Phantom Lord mocked. _"There are only two ways this situation can play out. My troops will tear you apart or you'll be blown away by Jupiter!" _

"Or we can just beat your ass." Ben retorted.

"Are you kidding me?!" Macao yelled. "If he fires at us he'll be killing his own men!"

"Who would do something like that?" Wakaba added.

"No, he's gonna do it." Cana remarked, which made Macao and Wakaba's jaws drop. "Those Phantom soldiers are creations of Jose's Shade Magic. They're not human so it won't matter if they're destroyed."

Ben turned to Cana in intrigue. "Wait! So you're saying they're ghosts?"

His question went ignored as Cana said, "We gotta do something to take out that Jupiter Cannon."

Natsu punched his open palm and stated, "I'm gonna smash that thing to pieces! I've got fifteen minutes to wreck it, right?"

Cana nodded.

Natsu smirked, that was all he needed to know. He then broke off into a sprint. "C'mon Happy!"

"Aye sir," Happy said as he picked up Natsu and flew him towards Phantom's Headquarters.

Ben turned to Gray and Elfman. "C'mon guys! We're gonna storm the place too!"

"Alright!" Elfman fist-pumped.

"That's what I'm talking about!" Gray added eagerly.

"I shall lead the defense out here." Erza proclaimed.

The trio nodded and then broke off into a sprint toward Phantom's Headquarters. Ben activated the Omnitrix, selected an alien, and slammed down the dial. In a flash of green, in Ben's place was a flying red manta ray-like creature.

"**Jetray!" **

Ben flew over Gray and Elfman, grabbed them by the back of their shirts, and picked them up. Jetray soared toward the castle that was standing on legs.

Erza, meanwhile, stood tall and firm in front of the others and watched as the group flew into enemy territory.

"Be safe," She whispered.

She then turned her gaze to the hordes of ebony phantom troops that were swarming toward the Guild. A pair of magical swords appeared in Erza's hands as she got into a battle stance.

"We will not let those things destroy our Guild Hall!" Titania shouted. "Fight for Lucy, for Master Makarov, for our Guild!"

The wizards of Fairy Tail all roared in response.

The first phantom at the head of the attack, Erza slashed through it. It disappeared in a black haze. The final battle against Fairy Tail and Phantom Lord had begun!

…

Meanwhile, Natsu was slamming his fiery fists into the Jupiter Cannon barrel. He was having no success. He then noticed the cracked areas created from Way Big's weakened cosmic blast and tried punching there; even then he still couldn't break it.

Natsu growled in irritation. "Crap! I'm barely scratching the surface!"

"I guess we're just gonna have to destroy it from the inside, huh?" Happy suggested.

Natsu ceased his hitting as his face brightened in realization. He looked back at Happy and smiled. "Good idea, Happy!"

The Dragon Slayer and flying cat approached the end of the cannon and swung themselves over into the barrel.

"Alright, let's do this!" Natsu said.

"Aye," Happy agreed.

The duo ran down the dark, grooved tunnel toward the bright light at the end. When they reached the other end, they were in a massive room. In the center was a huge, glass sphere with a grayish tint. Circled around it on the walls were four smaller red, blue, yellow, and green spheres. Situated on the ceiling was a big clock with Roman numeral numbers.

The minute hand on the clock moved. _"Eleven minutes until Jupiter fires." _A synthesized female voice said over the PA.

"They must be using that magic lacrima to collect magical energy." Happy realized.

"Yeah," Natsu said, "but why do they need one as big as that?"

"Cause Magical Focusing Cannons don't fire regular ammunition," the cat answered, "instead they fire concentrated magical power."

"I didn't get most of that." The pink haired mage confessed. "But all we have to do is destroy that thing, don't we?"

"I can't allow that." A voice replied.

The duo looked down to see a young man with his black and white hair stylized in a Japanese-styled top knot. He wore a reddish-orange coat with red fur around his collar, black pants, and black boots. Strapped to the black belt on his waist was a katana. This was Totomaru, one of the Element 4.

"Is he a guard?" Happy inquired.

"Doesn't matter!" yelled Natsu as he leaped at Totomaru, his fists covered in flames. "Anyone who gets in my way is going down!"

Totomaru remained standing still, a superior smile on his face. "I don't think so."

"I don't care what you think! Get out of my way!" the Dragon Slayer demanded.

Suddenly, Natsu was cut off guard as he was struck in the face by _his_ own fiery fist!

"Natsu!" Happy admonished. "Why'd you hit yourself?"

"I didn't! My fist just went crazy!" he replied.

He gained control of himself in midair and landed on his feet unharmed. Natsu glared back at the ninja-garbed man.

"It seems to me," Totomaru remarked, "that _you_ are getting in your own way."

The Fire Dragon Slayer continued to stare down his opponent, but was brought back to reality when the clock's minute hand shifted again.

"_Ten minutes until Jupiter fires." _

"Move it, buddy!" Natsu ordered. "I gotta cannon to demolish!"

"All you have to do is shatter the giant lacrima and it won't be able to fire anymore." Happy enlightened.

"You can certainly try." Totomaru said. "But I won't let you."

Natsu's fists were shrouded by fire, his ferocity growing stronger.

"I'm running out of time! Shut up and let me do my thing!" Natsu crouched low and jumped into the air, his flaming left fist cocked back.

However, before Natsu could get to him, the Dragon Slayer punched himself again and sent himself careening to the side. Happy flew to him in concern.

"You okay?" the blue cat asked.

Natsu quickly got up and rubbed the sore side of his face. "Yeah…I did it again. What was that?"

"We don't have time!" Happy exclaimed, waving his paws around in frantic. "Forget about this guy! It's the cannon! We have to break it right now!"

Natsu seemingly ignored Happy as he continued to glare at Totomaru. "I'll show you." He let out a yell and charged at the Phantom mage.

"Hey, did you hear what I said?!" Happy shouted indignantly.

Totomaru only stood still as Natsu closed the distance between then. Suddenly, a reddish-orange magic circle appeared in front of him. As a result, the flames in Natsu's hands began to make him spin around. The spinning threw him off course and hurdling into the wall.

"I am Totomaru and I have complete control over the element of fire."

Natsu growled as he picked himself back up. "Wait, I bet you're one of those whatcha'ma call it five guys, right?"

"Geez Natsu!" Happy reprimanded. "They're called the Element 4. How could you not even get the number part right?"

"Yes, and any form of fire is my plaything to do with as I please." Totomaru replied.

"You gotta be kidding me." Natsu muttered.

The Phantom mage held out his hands. "It doesn't matter if it is natural or magical, all fire will bend to _my_ command alone."

"Hate to break it to yah but you're not controlling mine!" countered Natsu.

Totomaru smirked. "This isn't going to go well for you my dear fire wizard."

All of a sudden, the colored lacrima balls on the walls began to illuminate brightly as magic power collected inside of them. Then, magical energy flowed out from the smaller spheres and into the much larger one in the center of the room.

Natsu gasped while Totomaru only chuckled.

"Oh no! It's starting to activate again!" Happy cried.

"_Five minutes until Jupiter fires." _The PA system notified.

"Hurry Natsu!" the flying cat shouted. "The Jupiter Cannon is almost ready to fire again!"

"Yeah, I know." Natsu replied, cracking his fists.

"It's too late." Totomaru said. Then, another reddish-orange magic circle appeared in front of him. **"Blue Fire!" **

A blast of blue flames discharged from Totomaru's magic circle straight toward Natsu. The Dragon Slayer wasn't worried in the slightest. He opened his mouth and breathed in deeply. The azure flames from the Phantom mage's attack were sucked up into Natsu's mouth.

"Whoa! That was cold going down. I've never tasted fire like that before." The pink haired wizard noted.

"So it's you." Totomaru crossed his arms over his chest. "Fairy Tail's Dragon Slayer. This isn't going to work out well for either of us, is it?"

Natsu cocked a brow in confusion. "Huh?"

"Because we're both impervious to fire attacks," explained Totomaru.

"I haven't even hit you yet! How do you know my fire won't hurt yah?" Natsu yelled in ire.

"Go ahead and give it your best shot, but you won't be able to hit me." he stated.

In response, Natsu slammed his fists together and summoned a fiery magic circle. "We'll see about that! **Fire Dragon…"**

Totomaru immediately brought up a magic circle to defend himself. "I already told you I can control the element of fire!"

However, it was _he_ who got surprised when Natsu finished his proclamation.

"…Spit!"

Without warning, Salamander launched a stream of spit at Totomaru. The Phantom wizard groaned in annoyance as Natsu's spit raced down his face.

"Ha! Ha! Ha!" Natsu cackled mischievously. "I got you good!"

"_Two minutes until Jupiter fires." _

"Natsu, you gotta hurry! We're running out of time!" Happy shouted as he flew around Natsu frenetically.

"That was a really stupid move." Totomaru remarked angrily. "You think that this is a game?!" He summoned another magic circle. **"Orange Fire!" **

An inferno of orange colored flames blasted out from Totomaru's magic circle and headed straight for Natsu. But like before, the Dragon Slayer stood tall with a toothy smirk on his face. "You call that an attack? Well, I call it dinner!"

Again, Natsu inhaled the fire; however, unlike before, this fire tasted very gross. "UGH…nasty!" Salamander cried out as he rolled across the floor, rubbing his tongue to get the taste of that horrendous fire out of his mouth.

Totomaru, in response, laughed in amusement. "Tastes like a rag soaked in spoiled milk, doesn't it?" he taunted.

Natsu stood up and got face-to-face with Totomaru, his eyes burning with indignation. "That was a dirty trick!" he growled.

"And a face full of spit isn't?" Totomaru retorted.

"_One minute until Jupiter fires." _

Happy grabbed the side of Natsu's face and began to pull on him. "C'mon Natsu! You gotta hurry!"

"Let go!" Natsu shouted as he charged at Totomaru again. He threw a right hook and a powerful kick at his opponent, but Totomaru was quick to dodge each attack.

"So you wanna fight without using magic?" The fire-controlling mage leaped back and landed on top of a huge apparatus of cogs on that side of the room. "Well that's fine by me! My katana is ready!"

In a blur, he appeared right in front of Natsu and slashed his blade at him. The Dragon Slayer was quick to jump back and dodge the attack. Totomaru appeared in front of him again and swiped the blade at him, but Natsu leaped into the air to perform a backflip.

Totomaru was wise to this as he crouched low and jumped up at Natsu, his blade reared back for an attack. However, he was unprepared when Natsu kicked his sword out of his hand. The katana went flying upward and struck the main lacrima ball, cracks forming around the blade as it embedded itself into the sphere.

Natsu smirked whilst Totomaru only frowned.

"You think you're so smooth. A little ding like that won't destroy a giant lacrima." Totomaru pointed out.

"Maybe not but now that you're sword-less, which means I got the upper hand!" Natsu countered. He ignited his fists with fire and charged at his enemy. He launched a right and left hook but Totomaru dodged or sidestepped each attack.

Totomaru vanished and appeared behind Natsu. "How many times do I have to tell you that won't work?" he said in annoyance, holding up his middle and index finger. As a result, Natsu punched himself in the face with his flaming fist.

Natsu growled, and then exhaled a torrent of fire at Totomaru, which shocked him. The fire-controlling mage stepped back with a few minor burns. _'How did he do that?' _He thought. _'He expanded the range of his fire powers so that it would hit me.' _

…

Meanwhile, outside in the courtyard, the Fairy Tail wizards continued their onslaught against the phantom soldiers. They were easy to destroy; however, if they touched you for even an instant, they could weaken your life force.

Though a big number were taken out of the fight due to a phantom touching them, there was still a good fraction left standing. However, if Erza hadn't been there leading them, things would've been a lot tougher.

Erza had Re-Quipped into her Heaven's Wheel armor. It featured silver plated armor on her chest with a large metal flower over it, a large billowing skirt that had metal plating in the upper area, and big metal wings that appeared to be made of individual blades.

Erza flew into the air and summoned multiple blades around her. "Dance, my blades!" She yelled. Suddenly, the swords began to spin around her at rapid speeds. **"Circle Sword!" **

The blades formed a disc formation and launched forward, slicing many phantoms at once as they dissipated into nothingness. Erza descended and gently landed back on the ground.

"Nice job, Erza," Macao commented, his hands covered in bluish-purple fire.

Before she could respond though, her attention was then grabbed by the priming of the Jupiter Cannon. Bluish-black energy was already beginning to coalesce around the end of the barrel.

"This isn't looking good." Loke noted.

"Why's he taking so long?!" Wakaba shouted.

'_C'mon boys,' _Erza thought, _'you must hurry. Don't let me down.' _

…

"OH NO!" Happy cried. "We're dead meat! It's gonna fire again!"

Natsu growled, the anger within him coursing to the boiling level. He let out a yell as the fire in his hands grew bigger and more intense.

Totomaru only sneered. "Think you're gonna blast me again? Not gonna happen!" He got in a stance and summoned a magic circle. "I'll keep my distance and control your fire from here!"

Natsu yelled louder as he held up his arms in a power-up fashion. His flames were becoming hotter and more powerful, swirling above him like a hurricane.

"What the?" Totomaru remarked, his eyes furrowing from confusion. "I can't get it to move. It won't even budge."

Suddenly, the fire surrounding Natsu became so bright that Totomaru was forced to back up and look away. The Phantom mage looked on in disbelief, shocked that Natsu had somehow blocked his control.

"This is _my_ fire!" Natsu bellowed. "And I won't let you mess with it!"

The Dragon Slayer shot his gathered flames forward. Totomaru leaped to the side to avoid the tendril of flames.

He grinned. "Ha! Your attack is no good if you can't hit your target."

The fire tendril morphed into a flaming fist, which caused Totomaru's jaw to drop. "OH CRAP!"

"Whoever said you were my target?" Natsu retorted.

The fiery fist slammed into the handle of the katana stuck in the lacrima. The strength behind the blow buried it deeper. As a result, a volley of cracks manifested from the blade and grew around the lacrima ball, causing the collective energy inside to become unstable.

…

Outside, the Fairy Tail wizards' attention was grabbed as the Jupiter Cannon ignited in a bluish-black conflagration, destroying the cannon barrel in the process. Everyone began to cheer in joy from the sight of the demolished super-weapon.

"Hey!" Bisca said. "Check it out! They blew it up!"

"Yeah they did." Alzack commented. "The Jupiter Cannon's been destroyed just in time."

Erza smiled proudly. _'Great work, boys,' _

All of a sudden, Erza gasped as a cold chill raced down her spine. She didn't know what the cause was, but she had a feeling that something bad was going to happen.

…

In the wreckage of the cannon room, smoke was hazing off the floors whilst piles of rubble laid scattered everywhere. Totomaru stood on top of a giant cog while Natsu and Happy were on the floor.

"Hey buddy!" Natsu called out. "Someone told me something about Fire Magic that you should know. You can never control fire if your heart isn't in it."

'_I get it.' _Happy thought. _'He had to have the time to figure out Totomaru's fire control or he wouldn't have been able to destroy the cannon. Now I kinda feel bad for rushing him like that.' _

Natsu ignited his fists in fire once more. "I've had enough of you messing with my magic. Play with my fire and you're bound to get burned! You got me?!"

Totomaru clenched his fists and scowled at the Dragon Slayer. Before he could remark, however, he lost his balance as the building shook violently. All of a sudden, Phantom's Headquarters began to break apart and reassemble. In the room with Natsu, Happy, and Totomaru, the floor was tilting at a steep angle.

"Hey now, what the heck is going on?!" Natsu shouted.

"The whole building is tilting!" added Happy.

"He's awakening it right now?!" Totomaru said incredulously. "But there's no horizontal stabilization in here!"

Natsu blinked. "Stabilia-what?"

The building shook again, throwing the trio off balance and onto the floor. Totomaru quickly stood up though and grinned wickedly at Natsu.

"You Fairy Tail-ers are through!" He proclaimed. "Phantom's Giant will slaughter you!"

…

Jetray landed onto a balcony, placing Gray and Elfman back on their feet. In a flash of green, Jetray transformed back to Ben and stood by them. They were late getting to Phantom's HQ, mainly because they were attacked by a pack of phantom troops flying around the building. They were just grateful that Natsu managed to destroy the Jupiter Cannon in time.

'_Although,' _mused Ben, _'he was cutting it a bit too close.' _

Without warning, the entire building began to shake violently. They stumbled and tried to regain their balance. Ben grabbed hold of the balcony railing to support himself as the part of the huge castle they were on broke away and shifted into a new position.

"What's going on?" Ben asked.

"No way," Elfman breathed, "they're awakening the Giant."

"Not good," Gray added uneasily.

Ben blinked and looked at the two confusingly. "Okay, let's pretend I have no idea what this Giant is."

"It's Phantom's ultimate weapon. They're transforming their headquarters into a giant warrior." Elfman responded.

The Omnitrix bearer's eyes widened. He had to admit, that was a pretty impressive weapon. Nonetheless, he shook himself out of his musing and back to their current situation.

"As cool as that sounds," Ben confessed, "we have to find Natsu. I think the cannon room…or what's left of it anyway…is that way!"

Gray and Elfman nodded as they followed Ben through a door and down a corridor.

…

In the courtyard of the Fairy Tail Guild Hall, the wizards all looked up in shock and horror. If they were stupefied when Ben changed into Way Big, they were now blown away as the structure of Phantom Lord HQ shifted into an enormous, stone robot with broad spiked shoulders and a horned head. Countless numbers of phantom troops flew around the giant rocky robot in a ring formation.

This was Phantom Lord's ultimate weapon, the Super Mage Giant Phantom MK II.

"No way," Cana said weakly, "you've got to be kidding me."

"The Giant," Erza said stoically; however, deep down she was far from fearless, she was terrified over this development. "Phantom's most powerful weapon,"

Titania was wondering if this was the cause of the chill she felt earlier.

"_Kneel before me you brats!" _Jose demanded over the PA system. _"Or you will fall victim to my wrath. Savior your last moments because I will soon end your pathetic lives," _

Erza glared at the giant stone warrior. A moment later, the ring of phantom soldiers all changed course and turned their targets to the Fairy Tail mages. As the black ghost-like beings swarmed toward Fairy Tail, the Giant Phantom began to slowly step closer toward the Guild Hall.

"A Giant and ghosts," Bisca said disbelievingly. "How are we supposed to handle this?"

Erza, who was still in her Heaven's Wheel armor, held up both swords in her hands and prepared for another fight. "Just focus on these phantoms for now! We'll let Natsu, Ben, Gray, and Elfman handle the Giant!"

"Sure," Wakaba replied, "the last three can handle it. But what about Natsu's…"

"Motion sickness," Macao finished.

After that statement, everyone groaned in exasperation as their faces paled considerably.

…

In the wreckage of the cannon room, Natsu was lying on his stomach, dizzy and motion-sick. He looked ready to vomit any second. Happy was by his side, nudging him to get up.

"C'mon Natsu!" Happy yelled. "You gotta get up!"

Totomaru quickly appeared above a pile of rocks a few meters away from the duo. "What's the matter?" he joked. "You get motion sickness? Looks like you can't eat fire now, can you?"

Totomaru then held out his middle and index fingers and crossed his arms in front of him. "Well then, time for me to finish you off!" He yelled just as a rust colored magic circle appeared in front of him.

Happy gasped in fear. "Natsu!"

"Prepare to die, Dragon Slayer!" Totomaru bellowed; however, before he could fire his attack, ice crystals began to form around his hands and arms, jutting out in every direction. "What?! NO! What's happening to me?"

"You're not a man!" Elfman stated. He then swiftly charged forward and punched Totomaru with his beast arm, which sent him straight through a hole in the roof. "You're a backwards shooting snowflake!"

"That makes no sense!" Totomaru remarked as he disappeared out of sight.

Ben, who had just sprinted into the room, looked at Elfman strangely. _'Backwards shooting snowflake?' _He thought with a raised brow.

The teen hero came to Natsu's side and offered a hand, which Natsu accepted and Ben pulled the Dragon Slayer back to his feet.

"Thanks you guys." Natsu thanked.

"What's your deal, Natsu?" Gray inquired, crossing his arms over his chest. "That was just sad."

"If you were a real man you'd make the Giant motion-sick of you." Elfman declared.

Ben cocked an eyebrow again as he stared at the two mages. "Seriously? He just wrecked the Jupiter Cannon and you're giving him crap?"

Gray shrugged in response. "So," the ice mage said, "is this all that's left of the Jupiter Cannon?"

"Aye," Happy replied.

"Hmph, then you did good." Gray conceded.

"Yeah, great job Natsu. Although, you did cut it really close, yah know." Ben commented.

Natsu smiled. "Hmm, it must've stopped moving because I feel better now."

"I'll fly outside and see what's happening." Happy offered.

…

As Erza and her fellow Guild mates battled against the hordes of shades, they noticed that one of the arms of the Giant Phantom was moving in a pattern.

"Hey look," Alzack pointed out, "what's that?"

"It's…drawing something." Bisca answered.

"A magic circle!" a purple haired girl named Laki, exclaimed.

Erza, still in her Heaven Wheel's armor, was flying in the air and slashed her blades against a couple of phantoms that tried to attack her, defeating them easily. She then turned to the Giant Phantom etching a magical circle into the air. Her brown eyes widened in horror as sweat dripped down her face. She recognized that spell.

"That's Abyss Break," She muttered apprehensively, "one of the forbidden spells. From the size of that magical circle, it could wipe out the entire city."

'_If I had to guess, I would say we have ten minutes until the spell is completed.' _Erza thought.

Suddenly, she felt a colder chill race up her spine. Erza was now beginning to inwardly debate whether she should assist the boys or not.

…

In the meantime, Happy had flown back to Ben, Natsu, Elfman, and Gray and informed them of Phantom preparing to cast Abyss Break and explained what it was. They were shocked by this, but Ben, Elfman, and Gray managed to stay calm; Natsu, however, not so much.

"What do we do?!" Natsu yelled. "We gotta stop them!"

"The first thing we need to do is to split up and start looking for this Abyss thing's power source." Ben answered. "It's the only way we'll find it in time."

"Man," Elfman exasperated, "will we ever catch a break?"

"From my experience in these kinds of situations," replied Ben, "no."

Determination formed over Natsu's face as he announced, "Come on guys! Let's do this!"

"Yeah," they said simultaneously.

"It's Hero time!" Ben added.

…

A minute later, gray storm clouds were forming over the Giant Phantom. Thunder rumbled through the air as it began to rain. Gray climbed through a broken window to get outside, hoping that it would make it easier to find the Abyss Break's power source.

When he felt the rain hit his body, he glanced up at the sky in confusion. "That's weird." He noted. "When did it start raining?"

"Drip, drip, drop," a monotonous feminine voice called.

Gray turned around to see a young woman with a curvaceous figure, blue hair that was curled at the base, dark blue eyes, and pale skin. She wore a navy blue coat, a fur shawl, and a hat that Ben would later find similar to that of a Russian Cossack. She was holding a pink umbrella with a white frilly trim at the base over her head as she walked toward Gray.

"Hello," she said, "My name is Juvia, and I am the Rain Woman of the Element 4. Drip, drip, drop."

Gray climbed out of the window and stood tall, glaring hard at the Phantom mage. "So you're one of them too, huh? Well then, bring it on."

"I must say, I'm quite impressed that your Guild was able to smack down two of the Elements." Juvia confessed stoically. "However, you must not underestimate the remaining two."

"Listen lady, if you're looking for a fight I'll give you one." Gray said in a dead serious tone. "But let's get something straight. I'm not gonna hold back just because you're a chick."

A moment of silence passed while Gray and Juvia stared at each other. The tension could be cut with a knife. Unexpectedly, a hearty blush appeared on Juvia's pale face.

"Well then," She turned around and began to slowly walk away, "I give up. You win. Goodbye."

"HEY!" Gray shouted. His eyes were bulging out from shock and confusion. "Where are you going? Get back here and fight me!"

Juvia ignored him as she continued forward. Her hand was placed over her chest. Her breathing was becoming deeper and the blush on her face remained.

"There must be something wrong with me." Juvia said. "Why is my heart beating so fast?"

"Could you at least tell me how to stop the Giant?" Gray yelled as he ran toward her.

Juvia stopped in her tracks. Her dark blue eyes were twinkling with an emotion she had never felt before. "I can't explain why, but I have this strong urge to make him mine. I just can't help myself anymore." She held out her hand and chanted, **"Water Lock!" **

Without warning, Gray was instantly trapped inside a big ball of water. The onyx haired teen groaned in pain, an injury he had sustained in the fight with Phantom had been strained enough to remind him of its existence.

"Oh no!" Juvia cried in panic. "He's injured! I had no idea he was hurt! I don't know what to do! I guess I should probably release him."

Suddenly, Juvia was snapped out of her ranting as the ball of water she had trapped Gray in froze and then shattered into tiny, crystalline pieces. Gray landed on his feet, but he lowered himself to a knee to hold his aching side.

"He must be an ice wizard." Juvia realized. "He froze my Water Lock and broke free."

'_I've never witnessed the power of ice magic, it's beautiful!' _Juvia thought. Then, the water mage began to have dreamy visions of her and Gray together as lovers. _'I am water and he is ice. We must be bound by fate. I can't believe I've finally found my handsome prince.' _

Gray groaned as held his injured, bandaged torso. "You almost got me with that sneak attack you pulled." He admitted. "You're playing dirty."

Juvia held her beating heart and wailed happily, a perverted thought flowing into her mind.

Gray stripped off his white buttoned shirt, much to the embarrassment, shock, and pleasure of Juvia.

'_He's taking off his clothes!' _She cried inwardly. _"But I'm not ready for this, we just met! Wait, can't we take things slowly!?' _

Gray threw his shirt to the ground and stood defiantly. "I don't want to have to fight a girl, but I will if I have to." He stated. "So you better surrender; otherwise, I'll be forced to hurt yah!"

He put his right fist in his open left palm and held out his arms, which summoned a white magic circle in front of him. **"Ice Make: Lance!" **

A barrage of icy lances fired out from the magic circle straight toward Juvia. The rain woman, however, didn't attempt to dodge the projectiles at all; instead, they went straight through her! Instead of blood pouring out, her injured areas took the form of water and merged with the rest of her body and returned to normal.

Gray lightly gasped and stared at Juvia in bewilderment.

"My body is made entirely of water." the blue haired mage explained. "Surprise, drip, drip, drop."

His eyes widened further from shock.

"Yes," she mumbled in disappointment, "my love is also my enemy. We are on opposite sides of this war. I have no choice but to attack. It seems that this is farewell, my prince."

She held out her hand and summoned a blue magical circle. **"Water Slicer!" **

Three water whips shot out from her magic circle. But instead of striking Gray, they hit the top of a steel pillar. The top half was swiftly cut into tiny fragments, much to Gray's surprise.

"You see, given the right amount of force, water is strong enough to slice through steel." Juvia enlightened. "Underestimate its powers, and you'll find yourself in a world of pain."

In response, Gray growled in vexation, and then he chanted, **"Ice Make: Battle Axe!" **

Suddenly, a wave of ice erupted from Gray's magic circle and sliced Juvia in half. However, the water that comprised her body quickly connected back together.

"Can't you see that you're wasting your time?" Juvia said nonchalantly. "Your attacks have no effect on my body made of water. Drip, drip, drop."

Gray snarled, "Now what do I do?"

"It doesn't matter what you do, you cannot beat me." stated Juvia. "But there is one way you and your Guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia. Do that and I'll ask our master to call off his attack on Fairy Tail."

"Ah c'mon, don't give me that crap!" the ice mage yelled. "You and I both know we're past the point of no return. Besides, Lucy is one of us. I'd rather give my life than hand her over to you."

At that statement, Juvia dropped her umbrella. One of her eyes was now twitching. _'He'd rather give his life, give his life, give his life?! Lucy is my rival! Lucy is my rival! He loves her!' _

All of a sudden, Juvia screamed loudly as she covered her face. "Oh the pain!" she sobbed miserably. "How can fate be so cruel? My heart feels like it's been torn to bits! It hurts, oh it hurts!"

"What's wrong?" Gray asked worriedly. "You feeling sick or something?"

Juvia ceased her crying. The sadness in her eyes was now replaced by rage and heartbreak. "She's not worthy of my prince." She muttered. Then, she roared out, "Lucy Heartfilia cannot be allowed to live!"

Gray only watched with a dumbfounded expression, a sweat drop falling down his face.

Without warning, Juvia shot out a blast of water at Gray. As he skidded back a few meters, he quickly took note that the water was hot.

"It burns?" Gray questioned. He turned his hard glare at the blue haired young woman. "What's your deal? What's your problem with Lucy?"

Juvia did not answer. She only fired another raging torrent of water at Gray. He swiftly leaped in the air to avoid the blow, but he was surprised by the speed in Juvia's attack.

"So fast," he murmured, "I don't know if my Maker-Magic can keep up."

The water torrent that Gray dodged came back and circled around Juvia before being blasted back at Gray again. The black haired mage leaped to the side; however, his shoes lost traction on the wet ground and caused him to slip toward the edge. Luckily, Gray was able to catch his balance just before he would've plummeted over.

"Whew, man that was close." He sighed in relief.

"Ever since the day I was born I've been followed by the rain." Juvia said. "It gives me strength. It makes me invincible."

She stopped and held up her arm, convening a magic circle above her. "Prepare to be scolded by my jealous rage!"

She fired a few streams of boiling water at Gray, but the ice mage skillfully jumped back to narrowly avoid the attacks.

"What are you jealous of?" He yelled in confusion.

He spread his legs to make a wide base before intonating, **"Ice Make: Shield!" **

A shield of ice instantly appeared in front of Gray, blocking Juvia's blow. However, the ice mage wasn't certain that the shield would hold up. The water in Juvia's attack was hotter than ever.

"Man, this water is boiling hot." Gray said. "I can't keep this up for long."

"Like I told you," Juvia responded angrily, "I am at my most powerful in the rain. You will never be able to defeat me."

Juvia continued shooting her hot water surge until steam shrouded Gray's form. When she heard a crash, she immediately stopped. The mist faded, Gray was gone. She sauntered toward the broken window upon which he had been previously standing.

"He used the steam as a smokescreen." She realized. "He's not just handsome, he's smart too."

A warm smile appeared on her face as she gazed into the broken glass. "I really am in love." She whispered.

Meanwhile, Gray was running down a hallway that had windows on both sides of the walls and even on the ceiling too.

"I can't waste any more time on this crazy water chick!" Gray shouted. "I gotta figure out how to stop the Giant."

All of a sudden, an inundation of hot water broke through a window on the ceiling, carrying Gray away.

"It's burning my skin!" he yelled when his head broke the water's surface for a moment.

The water gush blasted through a window in front of Juvia and threw Gray into the air.

"It's all over now!" she cried, shooting another water torrent at him.

Anger and determination crossed Gray's face as he turned around in midair, holding out his palms. "OH YEAH!" When his hands first made contact with the scolding water, it instantly began to freeze into a large rod of ice. "FREEZE UP!"

"No," Juvia said in disbelief, "it can't be!"

Suddenly, Juvia's body and the water around her immediately hardened into a large, spiked iceberg. Gray was about to smirk in victory until he noticed something. His left lower arm was trapped in the ice as well, and his hand had ended up grasping Juvia's left breast. This made him freak out.

"AHHH!" he screamed frantically. "It's not what it looks like! I didn't mean to!"

Gray pulled out his hand, which caused the ice entrapping Juvia to disappear. "SORRY!"

The young woman fell to her hands and knees. She looked up and gaze at Gray warmly. _'Even though I'm his enemy, he released me. He's such a nice guy!' _she thought.

"Let's just start over, okay?" Gray offered, nervous sweat drops falling from his face.

Juvia stood up and replied, "Let's not. Honestly, I don't wanna hurt you so there's no point in us fighting anymore."

"Huh?" Gray said puzzlingly. "Is this your weird way of admitting that you can't beat me or something?"

"You know I'm much stronger than Lucy, if you let me, I would be happy to protect you." Juvia responded.

"Protect me?" he repeated. "From what?"

As they talked, the rain around them fell harder and in more volume. "Well, I…" she stumbled, "I think you're…uh…so…"

"Is it just me or is this rain getting worse?" Gray interrupted, glancing irately at the sky.

"Oh, this is so frustrating!" Juvia shouted.

However, her ranting went ignored by Gray as he continued to comment on the rain. "Man, it won't let up. This rain is so gloomy."

Juvia instantly froze, the word 'gloomy' echoing in her mind. She felt to her hands and knees, her fists clenched tightly. Gray looked back in concern.

"Uh…is something wrong?" he asked.

"I thought he was different, but he's just like all the rest." Juvia mumbled in ire and misery.

Suddenly, she stood right back up, water shrouding her enraged form. "HOW COULD YOU BE SO CRUEL?!"She bellowed.

"What's with you?" demanded Gray.

'_I won't let my feelings be persuaded any longer!' _the rain woman shouted inwardly.

Before Gray could react, a blast of hot water slammed into him. He was carried back a few meters before he found some footing and managed to stand against the raging water. The ice mage held out his hands, trying to freeze it again.

'_I can't freeze it. It's even hotter than before!' _Gray thought.

"I'M THROUGH WITH LOVE!" Juvia roared. "AND I'M THROUGH WITH YOU!"

The power behind the torrent lifted Gray off his feet and sent flying back.

"I've lived my entire life as a gloomy rain woman," Juvia cried, "but Phantom Lord looked past that! They welcomed me with open arms! I am one of the Element 4, a proud Phantom Lord wizard!"

Juvia's body changed into a surge of water as she shot at Gray. The ice mage caught his footing and summoned an ice shield to block her attack.

"How could you be proud to be with them?" he demanded. "You and your Guild are going down!"

With a mighty yell, Gray punched the water torrent, which made it turn to ice instantly. As Juvia descended to the ground, she noticed that the rain droplets around her had been frozen into hail.

"He even turned the rain into ice! He's amazing!" She said.

"**Ice Make: Geyser!" **Gray incanted as he slammed his fist into the floor.

All of a sudden, a giant geyser of ice sprouted out from the ground above Juvia and trapped her in midair. She screamed in pain from the freezing temperature. Seconds later, the ice shattered into tiny pieces.

As she plummeted off the roof, she thought, _'I lost. It's all over now. I'm going to fall to the ground and splatter…just like a raindrop. I suppose it's a fitting end to a rain woman. Farewell, gloomy Juvia.' _

Juvia was snapped out of her thoughts as she felt a strong hand grab her wrist. She looked up to see Gray on the edge of the roof, holding on to her tightly.

"Just hold on, okay!" He assured. "I promise I won't let you fall!"

The rain woman gazed up at Gray, deeply moved by his selfless heroism.

Gray used his strength to pull her back onto the roof. He gently laid her on her back while he kneeled in front of her.

"Why did you save me?" she asked.

"Just 'cause," he replied. "Now get some rest."

'_He saved my life.' _she said in her mind.

Gray turned back with a smile on his face. "You good? You starting to cool down a bit?"

Juvia did not answer. She stared longingly at Gray, tears beginning to leak from her dark blue eyes. Suddenly, she had to close her eyes as a bright, warm light struck her face. As her vision adjusted, she looked up in shock.

The rain clouds that always followed her before, they were retreating. In its place were a beautiful blue sky and the yellow sun beaming brightly.

"The rain?" she gasped. "It stopped?"

"Hey look," Gray said, "the sun is coming out."

"The blue sky, I've never…seen it before." She mumbled with wide eyes.

Gray looked back with a cocked brow. "Seriously? Uh…well there you go. It's pretty don't yah think?"

Juvia was silent for a moment as she admired the blue sky. "It is…truly beautiful." She replied in genuine honesty.

"So," Gray looked back at her with a toothy grin, "you wanna go at it?"

He was obviously referring to another fight, but Juvia thought he meant something entirely different. In response, she howled girlishly with hearts in her eyes. She then passed out, a happy smile on her pale face.

"Hey!" Gray shouted in worry. "Is something wrong? Talk to me, Juvia! You alright!?"

…

Meanwhile, down in the Fairy Tail courtyard, Erza had re-quipped into her normal Heart Kreuz armor. The number of phantom soldiers attacking the Guild was growing smaller so she didn't need to summon any of her more powerful armors. As she and the others engaged the small groups of phantoms, they began to notice that the Giant was drawing the magic circle very slowly now.

'_I'm confused. That thing should've cast the spell by now.' _Erza thought. _'Why is it taking so long?' _

"That thing still hasn't cast the spell." Wakaba voiced.

"This stress is bad for my heart." Macao commented. "We have got to put an end to this."

"Hey, doesn't it seem like the Giant is being turtle-ish right now?" asked Laki.

"Huh?" Wakaba said, looking back at her in confusion, "say what about turtles?"

"She's trying to say the Giant's moving slowly." Macao explained. He then glanced back at Laki and said, "Try thinking before you speak Laki."

"It made perfect sense to me! You guys are just dense!" She countered.

Erza slashed through the last phantom trooper in the courtyard. She walked toward the group and explained, "Natsu, Ben, and the others are in there doing their best to stop that thing, and now…we're going to lend them a hand."

The Queen of the Fairies turned her attention to another wave of phantoms swarming toward them.

"The last thing they need is these things distracting them! We must wipe them out!" She exclaimed.

"It's time to take care of business, kids!" Macao added. "Now let's do this!"

At that, the group of wizards charged forward at the next phantom wave.

…

"GRAY!" Elfman and Mirajane shouted.

Gray turned his attention away from a passed out Juvia to the duo.

"What's Mirajane doing here?" he wondered.

Unbeknown to Gray, Mirajane had transformed her body to match Lucy's and came forward to Phantom, trying to give herself up in hopes of buying more time. However, Master Jose easily saw through her disguise. For punishment, he entrapped her in-between the large fingers of the Giant, threatening to crush her.

Erza was too late to stop him, and when she attempted to rescue Mira, she was intercepted by a multitude of phantoms that drove her back to the courtyard. Thankfully, Elfman had come to the rescue. Remarkably, thanks to the mocking of Sol, a member of the Element 4 and Mirajane's crying, Elfman became so angry that he finally succeeded in a full body Take-Over.

He easily defeated Sol and was able to save Mirajane. In addition, he had retained control of himself while performing a full body Take-Over.

As the brother and sister ran up to Gray, the former said, "I see you defeated a member of the Element 4." He paused when he noticed the look on Juvia's face. "Why does she have that creepy grin on her face?"

Gray thought about it for a moment. Though he was dense when it came to romance, he'd overheard most of what Juvia had articulated during their battle. The ice mage knew that this rain woman had somehow developed an attraction toward him. However, there was no way in hell that Gray was going to let anyone know that.

He shrugged and replied, "I don't know. Must be having a good dream or something,"

"There's only one left." Mirajane said, snapping them both back to the situation. "If we can stop them, I think that'll stop the Abyss Break."

"Mira just figured it out." Elfman explained. "The energy of the Element 4 is powering the Giant."

"We can do this, right guys?" Mira said.

They both nodded in agreement.

"So," Gray rubbed his chin in contemplation, "we defeated three. So that means there's only one left. Natsu and Ben are still searching this building. One of them has to run into that last guy."

"Yeah, question is which one?" Elfman inquired.

…

Ben continued to sprint down a long corridor with a high ceiling and giant, stone carved demons sitting on Roman-like pillars. He had split up with Natsu, Gray, and Elfman to cover more ground in hopes of finding the Abyss Break's power source. Along the way, Ben had felt the building shake a few times and heard faint monstrous roars echo through the stone walls.

However, to the Omnitrix wearer, they weren't just any normal roars, they sounded like Elfman's but with more ferocity. What did that mean? Had something happened to Elfman? Ben didn't know, and though he was concerned, time was of the essence. He chose to have faith in his friends.

The teen had been running down the hall for several minutes, coming up against zero Phantom opposition.

'_Why don't they have any guards or something patrolling the halls?'_ Ben wondered. _'Do they want intruders to be able to break in this easily? Eh, whatever. Makes things easier for me.' _

Ben ran through the end of the corridor and into a large room that had a red carpet stretching down the center of the room and up a grand staircase at the other end. Running along the carpet were brown pillars with light-emitting lacrimas on top.

Ben stopped and observed his surroundings. "Hmm," he tapped his chin in thought, "maybe the power source is up those stairs?"

Suddenly, within the blink of an eye, Ben yelped in surprise as he was lifted off the ground by a powerful gust of wind. He landed on his back with a grunt, trying to comprehend what had happened.

"How sad," a voice commented.

The jacket-wearing hero lifted his head up to see a swirling twister of air a few meters in front of him. The twister vanished and in its place was a big man wearing a long green coat, a yellow shirt, loose paints, and a green top hat.

"I have seen your power, quite impressive; nonetheless, no matter what form you take, I shall blow you away with my might." The man stated.

Ben got up from the floor and placed his hand over the Omnitrix. "Let me guess, you're one of the Element 4."

The man lifted up his head, and Ben was kind of taken back to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face.

"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying a monster-man."

'_Monster-man?'_ Ben blinked.

"I don't care what you came here to do. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Ben declared boldly.

He activated the Omnitrix and tapped the first icon in the holo-wheel. When the faceplate slide back, he shouted, "It's Hero time!" He then slammed down the dial, his body consumed in emerald light.

…

**A/N: Editted 12/15/2015 **

**Yeah, I went back a redid the Way Big scene. I did some research and found out that his cosmic beam can destroy planets the size of Pluto when amped up to full power. I didn't want to take Way Big out since he's mentioned several times in future chapters. So, as it stated, Way Big's beam didn't overpower the Jupiter Cannon because Ben was regulating the amount of power he put into his cosmic ray. If he had gone all out, he would've destroyed the Phantom Lord guild hall and a lot of landscape behind it. Not very heroic... **

**Anyways, hope you're enjoying this arc so far. Sorry that the fight scenes at this point have been the same as cannon. I know I can do better and I will for future arcs. **

**As always, please leave any comments and critique in the review box. Until next time. **


	12. The Phantom Lord Pt 4

**A/N: Sorry for the wait. Had class assignments keeping me occupied along with other personal stuff in my life. First of all, I would like to apologize for the last chapter. After reading over it a couple times, I realized it was way too similar to the canon, mainly the fight scenes and dialogue. I know I can do better and be more original. **

**In fact, I have a few original one-shot chapters taking place after the Phantom Lord arc, and I even have a couple original arcs planned as well! So don't worry folks, I won't be following the canon exactly. I'll still input my own original twist into the story. **

**Before I go any further though, it's time I announce the results for the poll that would determine the name for Ben's demon transformation. **

**D-Man: 1**

**Diablo: 21**

**Devilstrike: 4**

**Demonclaw: 2**

**Beelzebash: 22**

**Dracul: 5**

**Alright so Beelzebash is the winner! Wow, it was a real tight race between Beelzebash and Diablo. Decided by one vote! Funny thing democracy is. Congrats to **_**TallGuy94**_** who suggested the name. You win a brand new virtual Chevy Corvette! **

**Keep in mind my awesome readers that I will be having another poll to determine the name for Ben's dragon form in the future. Before you ask, no the Omnitrix doesn't scan a dragon in the Fairy Tail-verse. Remember on a Ben 10: Alien Force episode called "Be-Knighted" there was a sentient, alien dragon. The Omnitrix didn't scan it at the time, which leads me to assume it already has it in its database. That's the form that Ben will unlock. **

**Okay, now on with the show!**

…

**Ultimate Fairy **

**Chapter 12: The Phantom Lord **

**Part IV**

…

_**Last time on "Ultimate Fairy"…**_

_Ben got up from the floor and placed his hand over the Omnitrix. "Let me guess, you're one of the Element 4."_

_The man lifted up his head, and Ben was kind of taken aback) to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face._

_"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying a monster-man."_

_'__Monster-man?'__ Ben blinked._

_"I don't care what you came here to do. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Ben declared boldly._

_He activated the Omnitrix and tapped the first icon in the holo-wheel. When the faceplate slid back, he shouted, "It's Hero time!" He then slammed down the dial, his body consumed in emerald light._

…

Aria, even though his eyes were shielded by his bandages, was forced to look away from the blinding intensity of the light. When the light faded, standing in Ben's place was a large humanoid tortoise that had large flippers for arms and legs, and had holes in its chest and torso.

"**Terraspin," **Ben shouted out in a seemingly sleepy voice.

The air mage looked back with a frown. He was impressed by the sudden transformation; however, he merely lifted an eyebrow at Terraspin. This form didn't appear very powerful or strong at all.

"Hmph," Aria huffed, "your Take-Over is rather…unimpressive. If you're planning to run, you have chosen the wrong form."

"Who said I was gonna run, crybaby!" Terraspin retorted.

Aria sniffled in response, more tears flowing from under his bandages. Terraspin sweat dropped and held out his flippers. This guy was really disturbing him with all the crying.

"Dude, could yah stop with the waterworks?" the teen hero asked. "It's creeping me out."

"I will make you pay for mocking me!" Aria sobbed. The air mage held out both hands, his thumbs cocked in toward his palms. "Try a taste of my Airspace magic!"

Terraspin cocked a brow. Usually when a wizard cast a spell, a magic circle would appear in front of them. At least, that's what Ben noticed so far in his time in this crazy magic universe. However, no magical circle appeared.

Ben was about to comment until suddenly, a blast of air smacked into him. The airspace wall sent Terraspin careening back. He flipped in midair and landed on his front side. Terraspin shook off the attack and returned to his feet. He had felt the impact from that attack; nevertheless, his super-hard shell protected from feeling any _real_ pain.

The air wizard looked at Terraspin peculiarly, though Ben couldn't tell because of the bandages covering his eyes. He was intrigued that this Take-Over mage was able to get up so easily after that attack. Granted he was holding back his full strength, but still.

Ben glared at Aria. "Airspace? So you use air magic, huh?" He realized. "Well you're in for a mess of trouble! You're not the only one with wind powers!"

Terraspin jumped a few feet in the air and hovered in place. His head disappeared into his shell while his arm-flippers straightened out, and his leg-flippers came together to form a third blade. Suddenly, the three blades began to spin as gusts of wind blew out from the holes in Terraspin's shell.

Aria was unprepared from the strong gale. He held out his arms in front to shield himself, the wind steadily pushing him back. Terraspin kicked it up a notch by concentrating his gusts into a powerful twister. As a result, the air mage was blown off his feet and hurled into the flight of stairs behind him.

Terraspin, who could see what happened through the hatch in his shell, smirked in satisfaction. "Ha! Who's the master of air now, loser?"

Shockingly, Aria stood back up, despite the devastating winds that were pushing against him. Aria of the Heavens sniffled, more tears falling from beneath his bandages.

"Amateur!" he yelled, with a hint of sobbing. "Your wind powers are nothing against mine!"

He held out one hand, this time, a purple magical seal appeared. **"Airspace: Zetsu!" **

Suddenly, a bombardment of invisible, hard air bubbles fired out from Aria's seal and struck Terraspin all across his body. The humanoid tortoise went flying back a few meters before crashing into the floor. As he lost concentration, his leg-flippers split apart back to normal and his head pocked back out from his shell.

Using his left arm-flipper, Ben rubbed his head and groaned. _'Man, never seen any kind of wind power like that before.' _Ben mused.

He hadn't felt anything from Aria's first attack, but he sure felt pain from the second! Having multiple airspaces smash into you from different angles could bring a lot of pain.

Terraspin was snapped out of his thoughts as Aria chuckled, and taunted, "Perhaps I have overestimated you, dear monster-man."

Ben furrowed his eyes, and countered, "Don't take me lightly, you windbag. I'm just getting started!"

Terraspin jumped into the air again, his arm and leg-flippers straightening out as he blasted another twister at Aria. However, to Ben's surprise, Aria's body became hazy until he vanished out of sight. Out of nowhere, Aria appeared behind Terraspin and fired an airspace attack.

The blow sent Ben careening forward until he hit his chest and rolled over a couple times. Terraspin used his arm-flippers to shakily lift himself up. He looked at the air wizard with a dumbfounded expression.

'_He can teleport too? Okay, I did NOT see that coming.' _Ben thought.

"Hmm…" Aria hummed, "you still stand after an attack like that?"

"I'm a lot stronger than I look." Terraspin replied.

"Nonetheless, your wind magic is nowhere close to challenging mine." He noted.

Ben didn't want to admit it, but Terraspin was indeed outmatched against Aria. His air magic was superior to Terraspin's aerokinesis. Ben tapped the Omnitrix dial on his chest, and in a flash of green, was replaced by a twenty foot tall, humanoid tan-skinned dinosaur.

"**Humungousaur," **He shouted.

Aria took a tentative step back, his eyes widening behind his blindfold. He had never seen any kind of Take-Over magic like that before. It seemed this mage had a combination of Take-Over and Re-Quip magic. How was that possible? Something like that would require a lot of magical energy.

The air mage was brought out of his thoughts as Humungousaur cocked back his right fist. With a grunt, he punched the floor, thus creating a shockwave that traveled through the stone floor. Aria didn't react in time as the shockwave threw him off his feet and into a wall, landing on his chest in a comical fashion.

The green coat wizard got up and glared at the Vaxasaurian. "Impressive, I've never seen magic like that." Aria remarked, he then sneered. "It'll be a pleasure defeating you."

Aria held out his hands, a purple magic seal appearing in front of him. **"Airspace: Zetsu!" **

Without warning, Humungousaur was assailed at different angles by multiple airspaces. However, despite the projectiles blasting into him, Humungousaur remained standing tall with his arms crossed in front of his face. His tough reptilian hide kept him well protected against Aria's attacks.

When the attack ceased, Aria was surprised to see his opponent still standing. But what really shocked him was that he didn't appear injured at all!

"You're gonna have to do better than that!" Humungousaur yelled before charging straight at Aria.

Humungousaur reared back his fist and aimed it at Aria, only for it to be stopped in midair by an airspace shield. Nevertheless, Ben noticed that the blow did make Aria slide back a bit. He continued punching the shield, which sent Aria sliding back a few feet at a time.

The air mage growled, annoyed that his airspace attacks weren't really going to be able to cause any real harm to his enemy. But then, another idea popped in his mind, causing Aria of the Heavens to smirk.

"It's no use, dear monster-man." Aria commented. "You cannot defeat me."

Humungousaur slammed another fist into the airspace shield, a boom echoing throughout the room. "Wanna bet?" he snarled. "I'm just getting warmed up, mister blindfold!"

Aria grinned wickedly. "Then allow me to relieve you of that heat."

The man in the long green coat shot out a huge airspace, which smacked into Humungousaur and sent him sliding back halfway across the room. Humungousaur lifted up his head, only to see Aria gone. Ben was perplexed until he immediately recalled that Aria could teleport. He looked around, finding no signs of him.

"You wuss, come back and fight!" the Omnitrix hero roared.

All of a sudden, Aria appeared behind Humungousaur. "You think I ran away?"

Humungousaur turned around in time to see two magic circles appear on both sides of him.

"**Airspace: Drain!" **Aria chanted loudly.

Suddenly, golden light illuminated under Humungousaur's feet and was cast all over his form. Ben peered down at the light beneath him, lifting a brow ridge in a bewildered manner. Was this supposed to hurt him? If it was, it was epically failing because the teen hero didn't even feel a twinge of pain.

Aria's confident expression quickly turned into shock and disbelief. How could this be? His Metsu could drain any wizard of their magical energy. How could this mage still be standing?!

When the golden light faded, Aria stood petrified, his jaw close to falling off his face. "H-h-how is this possible?!" he stuttered apprehensively. "T-t-that spell should've drained every ounce of magical power inside you!"

Humungousaur smirked. "Yeah, about that…" he pulled back his fist and punched Aria through a stone wall behind him, satisfied with the loud crash. "I don't use magic, airhead!"

Ben then paused, his mind going over the spell that Aria had tried to cast on him. He said that this 'Airspace: Drain' could suck the magic out of any wizard. Did that mean that Aria was responsible for Master Makarov almost getting killed? The dots began to connect in his mind; he glowered when he came to an easy conclusion.

The pile of crumbled stone shifted as Aria stood back up, a few cuts and bruises on his face. The powerful air wizard scowled at Humungousaur. "Incredible," he admitted, "I've never had that happen before."

"You! You were the one who drained Master Makarov of his power!" accused Ben, ignoring Aria's statement.

The blindfolded man smirked smugly, tears still trailing down his face. "Indeed I did. I'm anxious to see what you plan to do about it."

Humungousaur snarled in rage, clenching his fists in the process. "You mess with my friends, you mess with me! Time to go Ultimate!"

He lifted up his hand and slapped the Omnitrix dial. Four prongs stuck out from the disk as another emerald light covered his form. In the wake of the flash stood a massive, forty foot tall, ankylosaurus-like creature with green skin. Downward pointing spikes stuck out of the sides of its face. It possessed a dark blue, spiked shell while its chest and torso was dark blue with spikes on them too. It had a tail with a blue mace on the end of it, with accompanying silver spike while the knuckles on its huge hands had barrels on them. On his left shoulder was the Fairy Tail symbol stamped in black.

"**Ultimate Humungousaur!" **he shouted.

Behind his bandages, Aria's eyes widened again in astonishment. Just how many forms did this strange, powerful human have? After a short moment, Aria's shocked expression turned into a confident smile.

"Since I am now in the presence of a worthy opponent," said a calm Aria, "I believe it is necessary for me to step up my game."

He reached up and pulled off his bandages, revealing his eyes. His eyes were white with small pink pupils. Suddenly, his pupils grew larger as a white 'X' appeared in the pupils.

"That is so wrong." Ben commented.

…

Meanwhile, outside in the Fairy Tail courtyard, the remaining wizards left standing continued to fight the seemingly endless waves of phantom soldiers. For every group they wiped out, more popped up in their place. The fatigue on everyone was beginning to show, but none of them would dare falter now.

Erza, who had re-quipped into her Flame Empress armor, cocked back her flaming sword and delivered a fiery slash at a mass of phantoms. The light and intense heat instantly destroyed the Shade creations.

Without warning, the attention of the Guild and Magnolia citizens was captured by the huge magical seal being drawn slowly in front of the Giant. It appeared to be glowing. Nearly everyone in Magnolia and some of the Fairy Tail mages began to panic. Erza's own eyes widened in horror as she lightly gasped. That sign meant that there was almost enough accumulated power for the Abyss Break spell to be cast.

'_Come on boys, what is taking so long?' _Erza thought. _'You must hurry. Don't fail me now!' _

Then, Erza felt another chilling sensation travel down her spine that made her shiver uncomfortably. She only got this feeling when something evil and powerful was nearby. What was going on in there?

…

Suddenly, smoky gusts of wind collected around Aria, the power around him growing ever stronger now that his blindfold had been removed. He could now unleash his full strength.

"Now monster-man," Aria said, moving his hands so that his right was oriented upwards and his left hand was facing down, "step into Zero, the airspace of death. It is capable of consuming all life in its path."

Ultimate Humungousaur growled, glaring at his opponent. "You would take away life so easily? You're insane!"

Aria sneered. "Think what you want, it doesn't matter." Smoky wind gathered around his hands. "Now, let's see how you handle this, cretin!" He then discharged a large, hazy whirlwind at Ben.

Ultimate Humungousaur held up his forearms, shielding himself from the powerful gust. Thanks to his heavy weight, Ultimate Humungousaur didn't get blown back by the powerful winds. Instead, the hyper-evolved Vaxasaurian charged forward. Inside the raging whirlwind, barrages of smaller airspaces collided with Ben; however, his current form's immense strength and durability made him immune to the attacks.

Aria's gasped in shock at Ben being able to run through Zero's whirlwinds and airspace projectiles. "What?! No! This can't be!" he cried.

Ben, enduring the countless airspaces striking him, reared back his massive fist and punched Aria. Though Ultimate Humungousaur made sure to keep his strength in check, if he didn't, there was a good possibility that he could kill Aria by mistake.

With an audible smack, the air mage went flying back until he crashed into another wall. To make sure he was down for the count, Ultimate Humungousaur transformed his right hand into a bio-cannon and discharged a volley of missiles. The explosions shook the room as debris from the comprised section of wall collapsed on Aria.

Ben ceased firing and converted his bio-cannon back into a hand. The hyper-evolved Vaxasaurian casually strolled to the pile of rubble, and then lifted away a few pieces of debris. Under it was the cut, bruised, and beaten form of Aria; in addition, his clothes were torn and shredded in places.

"Using a spell to consume all life? You're weak! You couldn't hold a candle against Makarov, or even me." Ultimate Humungousaur stated. "You'll be remembered as a nothing but a sobbing coward."

A waterfall of tears streamed down Aria's cut face, his lips quivering. "That's…so sad," he sobbed before finally succumbing to unconsciousness.

"And by the way," Ben continued, "I'm not a monster-man, I'm a superhero."

…

The Fairy Tail wizards and Magnolia residents were all beginning to freak out as the golden magic circle in front of the Giant became brighter. All of a sudden, the light dimmed away as the magical seal disappeared. The Giant's crimson eyes faded into blackness.

When the giant mechanical robot's arms fell limply to its sides, the Fairy Tail mages all cheered. Erza let out a sigh of relief. They had cut it close, but the boys managed to prevent the Abyss Break spell from being cast.

"They did it!" Cana cheered. "They must've taken out the Element 4."

Erza smiled. _'Good work, boys.' _Suddenly, Titania felt another cold feeling run through her body. However, this time, it felt even more disturbing than before. She had to wonder, what could possibly make her feel like this?

…

Inside a dark, stone room that served as the command center for the Giant, the master of Phantom Lord was furious.

"I don't believe it!" Jose yelled. "My strongest wizards, the Element 4, were defeated by those worthless Fairy Tail scum!"

"Guess that makes them even worse than scum, huh?" Gajeel commented.

"Gajeel," Jose turned and looked down from a high platform to see the Iron Dragon Slayer. Heaved over his right shoulder was Lucy, her clothes torn and shredded in places, and she herself looked beaten. "So I see you returned bearing a gift, have you?"

"Yeah, I picked up a little something while I was out." He replied as he dropped Lucy's unconscious form to the floor.

"Very impressive, but pray tell," Jose asked, "How were you able to track her down so quickly?"

"Never underestimate the nose of a Dragon Slayer." The black haired man answered.

"She is alive, right?" the Phantom Lord master inquired while frowning. "Without a pulse she's worthless to us."

Gajeel hummed as he held his chin in fake thought. "I was pretty rough with her. LET'S SEE!" Without warning, he kicked Lucy into a wall, denting it in the process.

Lucy awoke from unconsciousness, coughing up a little blood as her body was filled with pain.

"Yep! She's still alive and kicking!" Gajeel remarked smugly.

"Excellent work, Gajeel," Jose praised with a sinister smile. "I knew I could count on you!"

…

Everyone's attention, whether they were inside the Giant or in the courtyard, was grabbed by a ding in the Phantom Lord's PA system.

"_Attention you pathetic Fairy Tail scum," _Jose said, _"listen carefully because I'll only say this once." _

Suddenly, a familiar feminine scream sounded through the speakers that made Ben and all the Fairy Tail mages freeze in horror.

"Lucy?" Ultimate Humungousaur said.

"_We have captured your precious Lucy Heartfilia, which means that our first order of business is now out of the way. And that means only one more thing, my favorite part, wiping you pathetic brats right off the face of Earthland."_

…

After giving the enemy his announcement, Jose walked to the door, but before he then stopped. "Keep an eye out on the girl." He ordered. "There are still some pests scuttling around in my Guild Hall."

"You talkin' about Salamander and that Take-Over mage?" Gajeel asked.

"Yes, and their friends." He answered. "They've been lucky this far, but their luck is about to come to an end. I'm going to exterminate them myself." The aura around Jose became darker and deadlier, a violent, eerie light shining from his body.

…

Natsu, who had been running down a long corridor, froze in his tracks as soon as Jose's proclamation came through on the speakers. He clenched his fists as his body shook in ferocity, rage plastered all over his face.

"Lucy," he said inaudibly. "They…they got her."

"Oh no," Happy added worriedly. "Natsu, what do we do?"

The Dragon Slayer didn't respond. His fists tightened as the rage and power coursing through his body began to intensify. Flames ignited all over his body as his strength increased, the strong emotions inside him boosting his powers to new heights.

Happy watched in awe, taking a small tentative step back. "N-Natsu?"

Suddenly, the flames on Natsu's body became bigger until they combusted upward, taking the shape of a dragon with wings and a horned head. His eyes were glowing bright gold as he let out a deafening yell that shook the building.

…

Ultimate Humungousaur growled after hearing Jose over the PA. He was fixing to start tearing everything in the Phantom Lord's headquarters apart until he heard a familiar, faint yell coming through the stone walls.

His brow ridge lifted as he turned in the direction of the roar. "Natsu?"

"BEN!" a feminine voice cried.

The hyper-evolved Vaxasaurian turned around to see Mirajane, Gray, and Elfman sprinting into the room. The trio had cuts and bruises in various places on their bodies whilst their clothing was ripped in random areas. The three looked like they had gone through hell. They were a bit taken back to see Ben's form, but quickly got over it.

"Mirajane? What are you doing here?" Ben asked.

"Jose kidnapped me and was about to kill me when I tried to impersonate Lucy. Elfman saved me though by changing into a full body Take-Over." the white haired woman replied.

Ultimate Humungousaur turned to Elfman. "So that was that yell I heard a while ago." He mused, and then he focused back on the situation. "So, any of you find that Abyss Break spell's power thingy?"

"Yeah," Gray answered, "it turns out the power source is actually the Element 4. Once we defeated them, we stopped the spell from being cast."

Ben let out a collective sigh of relief. "That's good to hear." His expression then grew serious. "But now Phantom's got Lucy. We have to save her."

"Since Natsu's not here, I can imagine he's getting right on that." Gray replied.

Elfman looked behind Ben to see a beaten Aria lying in a pile of debris. "Whoa!" he said, his eyes growing wider from surprise. "That's Aria!"

"You defeated that guy all by yourself?" Gray asked in disbelief.

Ultimate Humungousaur shrugged. "Eh, he wasn't so tough. I beat guys like him in my sleep."

Before anyone could comment, a dark haze flowed into the large room. The group froze as the black cloud created unpleasant, horrid sensations in their bodies. It felt as if death was coursing around them, trying to take away their souls.

"What the?" Gray mumbled.

"What is it?" Mirajane wondered.

"I…I sense…death." Ben said.

"I…I don't like this feeling." The ice mage stammered.

"Man," Elfman remarked, "I'm super manly and this is even giving me the creeps."

"Whatever it is, it's pure evil." said Mirajane.

Suddenly, ominous clapping echoed through the massive, silent room. The group turned around to see a man wearing blue pants, a blue coat with a yellow trim, and black boots. His hair was black and tied back in a ponytail. His mustache was cut clean and his lips were a sickly onyx. But what really caught their gaze was the purplish-black energy radiating off of his body.

"Bravo. You are all quite keen. Very impressive, Fairy Tail wizards," the leader of Phantom Lord commended the group. "But never in my wildest dreams did I believe it would be this entertaining. Taking out my Jupiter Cannon, disposing of my elite Element 4, and you even managed to bring my Giant to its knees."

"You're…you're Master Jose." Ultimate Humungousaur realized; the darkness coursing around the man was disturbing Ben badly too.

Elfman, Gray, and Mirajane's expressions turned into shock and horror. "No way!" the former whispered.

"He's Phantom Lord's master?!" Gray yelled.

'_Oh no,' _Mirajane thought while holding a hand over her mouth. _'It's like a dark cloud is hanging over him. It makes me sick just being near him.'_

"You've all entertained me so much I just have to return the favor." Jose stated.

Ben, Elfman, and Gray got over their fear and took defiant stances. Ultimate Humungousaur stood behind them as he cracked his knuckles.

"You guys ready?" asked Ben.

"Oh yeah," they both replied.

Jose smirked sinisterly. "I'll return it in full."

Gray took a stance, and chanted, **"Ice Make: Saucer!" **

Elfman held up his right arm, a magic circle appearing on top of it. **"Beast arm!" **

"WAIT!" Mirajane screamed; however, her protests were ignored as Elfman and Gray jumped at Jose.

All of a sudden, an amethyst circle appeared in front of Jose, and then a volley of purple jellyfish-like ghosts fired out from it. Gray and Elfman both shouted in agony as the ghosts blasted them backwards, where they crashed into the floor.

"Elfman! Gray!" Mirajane cried.

Ultimate Humungousaur turned and glowered at Jose. Before he could make a move though, the darkness mage moved his hand in a swift arc pattern. As a result, a red explosion of magical energy sent the group, minus Ben, careening back. They landed on the other side of the room, hitting the stone floor hard, put out of the fight immediately.

Thanks to Ultimate Humungousaur's size and weight, he didn't get blown back; however, he still felt pain from that attack. He let out a mighty roar as he charged straight at Jose. The wielder of darkness magic smiled haughtily as he held out his hand. Remarkably, a tornado of purple and black energy fired from his hand and smacked into Ben.

The whirlwind of dark magic stopped Ultimate Humungousaur in his tracks, making him slide back a few meters; nevertheless, he was still standing. The teen hero grunted, whatever Jose was firing at him was causing Ben quite a bit of pain. A growl emanated from Ben's mouth as he shifted both hands into bio-cannons, letting loose a barrage of missiles at Jose.

Jose held out his hands horizontally, smaller violent beams shot out from his fingertips and intercepted all of Ultimate Humungousaur's missiles, causing an explosion in-between the two. When the dust settled, the Omnitrix wearer and Phantom Lord master were both standing tall, the latter with a calm and superior look on his face.

"Fascinating," Jose remarked. "You changed into that titan form which stopped the Jupiter Cannon and defeated my strongest mage singlehandedly."

"I deal with people like you all the time and I always come out on top." Ultimate Humungousaur said, narrowing his green eyes at the black haired man. "I can take whatever you can dish out."

A wicked, malevolent smile took shape on Jose's onyx lips. "Powerful, arrogant, courageous, and overconfident…destroying you will fill me with unbelievable pleasure."

The duo stared down at each other, Ben snarling in anger. The tension between them was palpable. Finally, Ben let out an enraged roar as he charged full speed at Jose. The darkness mage simply grinned evilly as he held out his hand and fired an ethereal pillar at his opponent. The hyper-evolved Vaxasaurian reared back his fist and, with all his strength, punched the incoming pillar.

As a result, an explosion of purple ghostly energy shrouded the room, and even shook the building a bit. The battle between the Omnitrix hero and the Phantom Lord's master had begun!

…

Erza, still in her Flame Empress armor, was slashing her sword in the air and sending multiple fiery waves at the countless phantom Shades that were attacking them. All the Fairy Tail wizards were growing weaker and tired, but they still continued to fight.

"Geez, these things just keep coming," Cana said as she threw out a few cards on the ground underneath a group of phantoms. Suddenly, bright light shone out from the cards and immediately destroyed the Shade creations.

"Indeed," Erza replied. "I'll change into a stronger suit of armor. Perhaps I can take a load of stress off of everyone-"

Suddenly, the bright scarlet haired girl froze in midsentence. Her eyes widened whilst an expression of alarm was cast on her face. At that moment, she had felt an eerie, deathly feeling seep into her body. It made her absolutely sick. In response, Erza fell to a knee, clutching her stomach in pain.

"Erza!" Cana shouted. The card mage ran over to her comrade and kneeled by her.

Titania was lost in her thoughts. The source of the sickening disturbance was coming from Phantom's Guild Hall. As she looked up at the Giant, she felt her insides twist. Whatever was causing this disturbing sensation, Erza couldn't ignore it anymore. Her friends needed her.

"Cana, you and the others hold the fort here. I have to go." Erza commanded, standing right back up.

"What? Why?" Cana asked; confused as to why Erza was leaving.

"I am sensing something evil and very powerful coming from Phantom's headquarters. I can't ignore it anymore. I must assist my friends while I still can." She answered.

The brunette girl nodded in understanding. "Don't worry! We'll hold on for as long as we can."

Erza smiled and nodded. Her body was then shrouded by golden light. When the flash faded, she was attiring her Black Wing armor. Titania crouched low and leaped into the air, flying at top speed towards the giant robot.

…

Lucy cried out as she was thrown into the stone wall for the umpteenth time. Her clothes were torn and her body was beaten badly. From the middle of the room, Gajeel shifted his iron-club arm back to normal.

"C'mon," Gajeel taunted, "you gotta sing better than that."

Lucy whimpered slightly, the pain coursing through her body was intense.

"Too bad," the iron-eating mage sneered, "your heart's just not in it."

"Hey Gajeel, hasn't she had enough?" a Phantom mage implied, standing alongside a small group of other wizards. "Besides, the master said he doesn't want her getting hurt or nothing."

Gajeel lifted a brow. "But what else am I supposed to do?" He then turned away, his expression growing serious. "I can't believe he's doing this. He leaves me to watch over her while he has all the fun."

He shifted his left arm into an iron-club and stepped toward Lucy, who was still on the ground trembling.

"Anyways, I'm just playing with my new toy."

"Yeah…but if the master catches you doing this, we're all gonna be in trouble." The mage stated.

Gajeel frowned as he turned back and extended out his iron pillar, slamming it into the man's face. This shocked the other Phantom wizards in the room.

"Shut up!" Gajeel said. "I know master thinks she's important, but she's just another piece of Fairy scum to me. Hmph, even though she's a girl, she's still a wizard. She should've known what she was getting herself into when she joined that Guild."

"You're taking this too far, man. Let it go." A dark-skinned man wearing shades and a white jacket named Boze urged.

"Master's gonna lose it, isn't he?" added a dark-skinned girl named Sue.

"Well then, I'll just tell him that it was all your idea." Gajeel smirked before he began laughing.

Boze and Sue both sweat dropped in nervousness. "Please don't do that." they both said in unison.

Gajeel then turned back to Lucy, who was steadily picking herself up from the floor. "Aw, I kinda feel sorry for her. Her fellow guild members didn't even want her back until they found out that her old man's loaded."

To the iron mage's surprise, Lucy actually smirked and chuckled. As she shakily stood up, she said, "Geez, you're so dumb. I can barely even believe it. It's just sad. I actually feel sorry for you."

"What? Did she really just say that?" Boze asked in disbelief.

"Is this chick really talkin' smack to Gajeel?" Sue added.

Lucy looked straight at Gajeel, a confident smile on her bruised face. "Phantom Lord, huh? Ruler of the spirits? Oh please, you don't scare me at all."

Gajeel smiled sinisterly. "You shouldn't have said that."

Within a blink of an eye, the Iron Dragon Slayer extended an iron-club and slammed it into Lucy's abdomen, pinning her against the wall.

"You've got some nerve running your mouth like that in a situation like this, princess. I have to admit, you got guts." He then pulled back his arm, letting her fall to her knees in exhaustion and agony. "Make some noise! But not this trash talk act you're putting on, I want screams! And if I don't start getting what I want, you're gonna be sorry!"

Despite the pain she was enduring, Lucy looked back up with a smirk. "Then why don't you just go ahead and finish me." She retorted with steel in her voice. "Then _you're_ gonna be sorry. Just you wait."

"Oh yeah, who's gonna make me?!" Gajeel demanded. "I'm curious."

The other Phantom Lord mages could only watch the scene in front of them, but they had to concede, Lucy was either really brave or really stupid.

"Fairy Tail," she replied. "They'll never let you get away with this. And if I were you, I'd be watching my back from now on… because the world's strongest Guild will come for you!"

Gajeel's eyes narrowed at the blond haired girl. "So they're gonna come after me, huh?" Then, a wicked, delighted grin took shake on his face. He changed both of his arms into iron-clubs, crossing them in front of him. "Sounds like fun!"

Gajeel then leaped at Lucy, the heel of his boots aimed right for her face.

"Gajeel!" Boze shouted.

"STOP!" Sue yelled.

However, an instant before Gajeel's foot met the Celestial mage's, the floor beneath him erupted in flames. Suddenly, a wall of fire formed between Gajeel and Lucy. Without warning, a pissed off Natsu jumped out of the fire and delivered a wicked haymaker into the iron mage's face.

Gajeel went flying back, but he managed to flip midair and land on his feet. He looked up to see Natsu standing before him; his body was engulfed in flames that were taking the shape of a dragon. The Fire Dragon Slayer let out a long, mighty yell with his arms held up in a 'powered up' fashion.

The black, spiked hair wizard grinned. "So I was right. I knew I smelled him here."

Lucy, meanwhile, smiled in relief. "It's Natsu." She said softly.

"GRAAAHHH!" Natsu bellowed. "GAAAAAJEEEEELLLL!"

…

Ultimate Humungousaur went sliding back from the blast of ethereal energy. He clenched his teeth, he had definitely felt the pain from that blow; nevertheless, he was far from beaten. Ben converted his hands back into bio-cannons and fired an onslaught of missiles at his opponent. However, the projectiles only struck the ground as Jose vanished into thin air.

Ben's eyes widened in surprise, could this guy teleport like Aria? The teen hero didn't have time to ponder as Jose appeared on a fallen piece of debris behind Ultimate Humungousaur. With a malicious smile, the darkness mage charged up with several purple ghosts and fired a ghostly beam into Ben's back.

The teen hero grunted as the force of the blast sent him careening forward. He landed on his chest and rolled over a couple times before smacking into the wall, denting it in the process. Ben groaned, using his huge arms to pick himself up. Whatever kind of energy this guy was shooting at him, it certainly packed a punch. Surprisingly to Ben, it was actually hurting him as Ultimate Humungousaur, one of his toughest forms.

Jose started laughing manically as he held out his right hand, shooting a barrage of smaller amethyst blasts at Ultimate Humungousaur. Ben, however, was quick to act and jump to the side, letting the blasts destroy the spot where he had been previously. He then held out his hand and discharged another salvo of missiles at full force.

The Phantom Lord master vanished within the blink of an eye again. Before Ben could process what happen, Jose appeared floating in front of him. With his fist charged with darkness magic, Jose sent a devastating right hook into Ultimate Humungousaur's face. This time, the hyper-evolved Vaxasaurian was lifted off his feet as he went flying back, crashing into the other side of the room.

A long, painful groan emanated from Ben's throat. Pain was flowing over his body; the strange power that Jose was shooting him with was zapping away his immense strength. Jose, standing on the other side of the room, smirked at his adversary who was clearly in pain.

"Pity," Jose commented snidely, "I was expecting more of a challenge from you, dear Take-Over mage. Do pray tell, why don't you simply turn into that titan form again? I bet you could hold your own against me then."

Ben brought up his head, shooting Jose a determined glare. "My name is Ben Tennyson, and I don't need to go Way Big to beat creeps like you!"

"Strong words. I'm eager to see if you can back them up!" Jose roared, holding out his hand and firing another round of his Dark Beams.

As the small amethyst projectiles flew towards him, Ben dodged to the side. After avoiding the attack, he tapped the Omnitrix dial. In a flash of emerald, he was replaced by a small three foot tall white alien with headphones on its head, stubby legs, and big green eyes.

"**Echo-Echo," **Ben shouted in a stereophonic voice.

Jose cocked a brow at this small form. He was dumbfounded for a moment before he began to laugh. "What is this? ...You must be joking?!..." He laughed hard in-between each pause.

Echo-Echo only shot the black haired man a scowl. "Oh Jose, didn't anyone ever tell you to never underestimate your opponent?"

The wielder of darkness magic simply sneered. "Oh please, what could you possibly do to me, you little scumbag?"

To Jose's surprise, Echo-Echo smirked. "I'm glad you asked, creep."

All of a sudden, a faint green light consumed the small alien's form as a second Echo-Echo appeared followed by a third, then five, six, eight, eleven. Before Jose knew it, fifteen Echo-Echos were now standing in a straight line in front of him.

"Wall. OF." They chanted simultaneously, rearing back their round shaped heads. "SOUND!"

Suddenly, a wall of sound-waves smashed into Jose, throwing him off his feet and crashing into the stone wall behind him. A section of the wall collapsed on top of him, burying him beneath a pile of crumbled rubble. The Echo-Echos ceased their attack, analyzing the scene keenly.

Then, deadly purple light illuminated in-between the cracks of the rubble. A short moment later, an explosion of dark amethyst energy blew the debris away. Standing there was Jose, though his entire form was consumed by purple, ghostly flames. The white in his eyes had turned pitch black while his pupils were little silver dots. A little trickle of blood was running out from Jose's nose, and his expression displayed pure rage.

"YOU'VE JUST MADE A BIG MISTAKE, YOU WORTHLESS BRAT!" the Phantom master bellowed.

"I make…" Echo-Echo 3 said.

"…a lot of…" Echo-Echo 11 added.

"…mistakes, but kicking your ass…" Echo-Echo 10 said.

"…isn't one of them." Echo-Echo Prime finished.

In response, Jose growled savagely and swiped his hand in an arc motion. As a result, a wave of red energy was discharged at Ben; however, the Echo-Echos were quick to jump over the wave as it passed them by. Snarling in rage, the master of Phantom Lord held out his hands and fired more Dark Beams.

The Sonorasians skillfully dodged the attacks. Whilst they jumped, ducked, and sidestepped the multiple energy projectiles fired at them, they split up until they surrounded Jose on all sides. Once they encircled him, they breathed in deeply and then let out powerful, sonic screams at him.

Jose immediately covered his ears, falling to a knee as he screamed in agony. The powerful sound-waves were pummeling his body both inside and out, causing him a ton of pain. If it weren't for his immense endurance and magical strength, he'd have been knocked out by now.

He opened an eye and glared at the Echo-Echos around him. In swift motion, he held out his hands and fired mauve, ghostly blasts out from his fingertips. Eight Echo-Echos were instantly destroyed by Jose's barrage of Dark Beams. After seeing their comrades become vaporized, the remaining seven Echo-Echos ceased their sonic attack.

The Phantom master yelled as he shot out a purplish-black, ethereal tornado from his hands. The Echo-Echos caught in the spooky whirlwind screamed before they broke apart into ash. Echo-Echo Prime looked on in shock at Jose's power. No wonder he was made one of the Ten Wizard Saints.

Ben realized that he was going to need something more powerful. He slapped the Omnitrix dial, causing four prongs to stick out from the disk. Another emerald light shrouded the room as an evolutionary surge overwhelmed Ben's body. Standing in the wake of the flash was a humanoid with blue metal skin, an oval shaped head, long arms and legs. It had an overall rounded design with circular components on its shoulders, hands, chest, head, and legs.

"**Ultimate Echo-Echo," **Ben shouted in a monotonous, robotic voice.

Jose lifted a brow, scrutinizing this new form in disdain and intrigue. Just how many Take-Overs could this man assume?

Ultimate Echo-Echo took a stance as he glared at Jose. "Alright, Phantom creep, I'm gonna give you one last chance to give up, or you're gonna be in for a world of pain."

Jose sneered, a sickening grin spreading over his face. "What?! You think I would surrender to a transforming freak like yourself? NO WAY!" He let out a war cry as he collected purple ghosts in his hands and fired a twister of ethereal, magical energy at Ben.

Suddenly, Ultimate Echo-Echo dodged the attack by moving at hyper-speed. Ben exited hyper-speed in midair off of Jose's flank. Before the Phantom Lord leader knew it, Ultimate Echo-Echo delivered a powerful right hook into his face. He went careening back and slammed into a wall again. The Phantom ruler quickly got up; the darkness magic around him erupting around his body as his power increased.

"DIE YOU FAIRY SCUM!" He roared violently. He then held out his hands and fired countless darkness blasts at Ben.

The Omnitrix hero crossed his arms in front of him, creating a dome shaped barrier of sound that deflected Jose's attacks. When Jose finally stopped firing his Dark Beam, Ultimate Echo-Echo pulled off a couple rounded disks from his shoulders and threw them at his opponent. To Jose's surprise, the disks duplicated into ten and surrounded him.

"I warned you." Ben remarked. "SONIC…DOOM!"

All of a sudden, a blast of intense sound-waves, powerful enough to crush rock and steel blasted out of the disks and into Jose. The master of Phantom Lord was forced to his knees from the powerful sound-waves, he covered his ears but to no avail. The sonic attack he had felt before was painful enough, but this time, the attack from this 'Ultimate Echo-Echo' was much, much stronger.

The pain he was feeling was excruciating. Jose let out a long, agonized cry as sound blasted into his body. His immense darkness magic was the only reason why he wasn't rendered unconscious with fairly alarming internal injuries. Suddenly, the eerie purple energy coursing around Jose became even stronger and more intense.

A moment later, he tilted back his head as he let out an enraged cry. Purple lightning discharged from Jose's body and struck the disks. The dark energy then traveled from the disks all the way back to Ultimate Echo-Echo. The hyper-evolved Sonorasian slid back on his feet, letting out a painful grunt from the attack. After a few seconds, the lightning eradicated Ben's sound disks, which caused him even more pain.

Jose turned his wrathful glare at the teen hero. "I've had enough of these games!" he shouted.

Without warning, purple, ghost shaped tendrils shot out from a dark amethyst magical circle in front of Jose's hand. Ultimate Echo-Echo was unprepared when the ghostly tentacles wrapped around him. Ben tried to break free but was met with shocking results, literally as the ethereal tendrils became tighter and delivered a heavy dosage of pain. Ben couldn't fight back the urge to yell, the agony he was experiencing was unbearable.

The Phantom master smiled in wicked pleasure. "Yes. It hurts doesn't it, Tennyson. This is my Shade Entangle. The more you struggle, the stronger the grip becomes, and the more pain you receive."

To prove a point, the crimson lightning coursing around the ghostly tendrils electrocuted Ultimate Echo-Echo, bringing him even more pain. Jose sneered as he tortured his victim; the screams were like music to his ears.

He tapped a finger to his chin in thought, studying the teen hero. "Hmm, you, Ben Tennyson, are powerful. I'll say you're even more powerful than Titania, Laxus, and Mystogan. I'm impressed." He admitted. "You're the first one who's ever lasted this long against me in battle, and you even made me feel pain. I won't lie, that's quite a feat."

Jose paused as he leveled his calm, smug expression at Ultimate Echo-Echo's entangled form. "But yah know what really burns me about Fairy Tail? That powerful wizards like you align yourself to Makarov!"

Ben cried out in his robotic voice, the grip on his body tightened as the pain doubled.

"Since you can't be tempted to join Phantom Lord, there's only one solution," Jose's black eyes widened in malign glee, "To kill you!"

The hyper-evolved Sonorasian yelled once more, the tendrils wrapping around his body were growing tighter, and the pain he was feeling was increasing evermore. It hurt so badly, Ben couldn't even concentrate on his powers to possibly free himself. He tried lifting one of his arms to tap the Omnitrix; however, they were both pinned to his sides.

A moment passed as the insufferable onslaught continued. Ben tried diverting all his strength into his arms. If he could access the Omnitrix, he could change into one of his other heavy-hitters. But true to Jose's words, the more he struggled, the more agony he received.

Ben was beginning to wonder if this was how he was going to die, until suddenly, the pain ceased. In fact, the ghostly tendrils wrapped around him vanished. When he fell to his hands and knees, he looked up in time to see a surprised Jose get blown back into the wall, a pile of debris falling on top of him.

Ultimate Echo-Echo blinked in confusion. What happened? He got his answer when he felt someone land beside him. Ben looked up to see Erza, attired in her Black Wing armor and a sword held firmly in her hands.

By reading her facial expression, the teen hero could easily see that she was really pissed! However, when she turned her gaze to Ben, her expression lightened into concern as she kneeled by him.

"Ben, are you alright?" she asked.

The ultimized Sonorasian groaned, steadily standing back up. "Y-yeah…" he replied as he turned to her. "Thanks for the save. But why are you here? Not that I'm complaining."

"I got a very uneasy feeling that I couldn't ignore." She answered. Erza turned her sights to the pile of debris on top of Jose. "And it seems my gut was right."

All of a sudden, a brilliant explosion of darkness magic exploded out from the rubble. In its wake was a furious Jose. He turned his creepy, black eyes to Ultimate Echo-Echo and then finally to Erza.

His onyx eyes narrowed in disdain. "Titania Erza. I was hoping you would join this little fight of ours. Now I get to wipe out two of Makarov's most powerful wizards at once!"

Ben and Erza both took stances, ready to stand their ground. "This guy is tough…really tough. How do we stop him?" the former asked.

Titania was silent as she contemplated on a possible strategy to fight Jose. She knew he was very powerful. Hell, he was on par with Makarov. Nonetheless, she knew that Ben and herself were both powerful as well, but not strong enough to take him on alone. There was only one option.

"He's just as powerful as Master Makarov." Erza said. "The only chance we have of defeating him is to fight him together."

Ultimate Echo-Echo nodded. Though he would've preferred to fight Jose alone with one of his heavy-hitters, he knew that he would only cause a lot of damage and possibly hurt one of his friends by mistake. Besides, teaming up with Erza would be put the odds more in their favor.

"Sounds good to me," Ben replied.

"Killing you two will bring me so much pleasure!" Jose jeered manically as he lit up his hands with darkness magic and fired another ethereal tornado at the duo.

…

**A/N: Cliffhanger! Yeah, another one…please don't kill me. Anyways, this seemed like a good place to end it. Besides, I still have Natsu vs. Gajeel fight to write, which by itself would take up a lot of room. **

**Okay, I have an important announcement to make. My family and I are moving this week, which means my writing may have to be put on hold for at least a week or two, perhaps even for the rest of the month. So if I don't update within the next month, don't worry because I'm not quitting, I just gotta lot of stuff to do over the next few weeks. **

**On another note, for some of you who think I made Ben seem weak against his battle with Jose, think again. That guy is just as strong as Master Makarov. Do I have to mention how strong that dwarf is? And before you say Ben could've gone Toepick or Atomix, he couldn't because Ben hasn't unlocked those two guys yet. Key word: yet. **

**Well, that's enough from me. Please leave any comments or critique in the review box. Flames will be doused. **


	13. The Phantom Lord Pt 5

**Ultimate Fairy**

**Chapter 13: The Phantom Lord **

**Part V**

…

**_Last time on "Ultimate Fairy"…_**

_Ben and Erza both took stances, ready to stand their ground. "This guy is tough…really tough. How do we stop him?" the former asked. _

_Titania was silent as she contemplated on a possible strategy to fight Jose. She knew he was very powerful. Hell, he was on par with Makarov. Nonetheless, she knew that Ben and herself were both powerful as well, but not strong enough to take him on alone. There was only one option. _

"_He's just as powerful as Master Makarov." Erza said. "The only chance we have of defeating him is to fight him together." _

_Ultimate Echo-Echo nodded. Though he would've preferred to fight Jose alone with one of his heavy-hitters, he knew that he would only cause a lot of damage and possibly hurt one of his friends by mistake. Besides, teaming up with Erza would be put the odds more in their favor._

"_Sounds good to me," Ben replied. _

"_Killing you two will bring me so much pleasure!" Jose jeered manically as he lit up his hands with darkness magic and fired another ethereal tornado at the duo._

…

Ultimate Echo-Echo quickly jumped in front of Erza, crossed his arms, and created a super-strong sound barrier that deflected the swirling blast. However, the force of the attack did make the hyper-evolved Sonorasian slide back a few meters. As soon as Jose ceased his attack, an eyebrow lifted when he saw that a certain armor-shifting wizard was missing.

'_Now where did Miss Titania go?' _Jose mused.

Titania made her presence known when she flew at the darkness wizard and attempted to slash him. Master Jose, however, saw this coming and simply sidestepped the attack.

He grinned sinisterly. _'Ah…there she is.' _

Erza slashed at him relentlessly, trying to land a blow, but Jose avoided them with ease. When she lunged at him, Jose grabbed Erza's forearm, spun around and threw her across the room. In midair, she corrected herself and landed on her feet.

With Erza out of range, Ben held out his hands and fired a powerful sonic blast, which threw Jose into the nearest wall. The impact with the wall caused stones to fall and a debris cloud to form around the darkness mage, blocking Ben and Erza's sight of Jose.

Ultimate Echo-Echo was expecting Jose to leap out of the dust cloud pissed off; however, he was met by surprise when the sadistic wizard suddenly appeared behind him. The Omnitrix teen was unprepared for a powerful punch coated with purple energy to the face. Ben went careening back, bounced off the wall, and then fell back to the stone floor in a comical fashion.

Without looking, Jose ducked low to avoid what would've been a lethal swipe from Erza. Titania then slashed vertically but Jose simply dodged that blow as well, a confident, smug grin on his face. This only enraged Erza more as she slashed countless times at Jose, in different patterns, all within a blink of an eye. Amazingly, their enemy evaded every attack.

Jose then went on the offensive, holding out his hand and flicking his finger at Erza. The result was a small but powerful projectile of violent energy smacking into her, which sent her flying backwards and into a pile of rubble.

Ultimate Echo-Echo picked himself up in time to see Erza get blown back. His emerald eyes widened a bit from shock. Jose had simply flicked her away like an insect! Ben glared at the darkness mage and clenched his fists in anger. He wanted to throw some sonic disks at him and make another Sonic Doom; unfortunately, Ben knew that wouldn't work on him again.

Instead, Ben rose off the ground and flew above Jose. The hyper-evolved Sonorasian tilted back his head and then unleashed an all-out, sonic scream. Phantom Lord's master was forced to his knees from the powerful sound-waves. The floor underneath Jose's feet even began to crack away into tiny fragments and dent downward into a bowl.

Despite the agonizing pain that Jose was feeling, he brought up his head and scowled at his opponent. The darkness mage let out a fierce cry as he shot out an amethyst tendril of ghosts from his magical seal. Ultimate Echo-Echo wasn't quick enough as a ghostly hand wrapped around him and tossed him into Erza, who was just getting up from the rubble. The duo slammed into each other with a loud smack; both groaned in pain from the impact.

Jose put his hands behind his back and smirked. "Hmph…you two are quite impressive, power-wise. But your methods of attacks are futile against me."

Titania and the Omnitrix bearer shakily got up and glared daggers at Jose. Both were keen enough to know that what they were doing wasn't going to work. They had to try something else.

"He's right Erza." Ultimate Echo-Echo whispered. "We're gonna need to mix it up."

Erza took a stance and held her sword ready for a possible attack from Jose. "I agree, but what? His powers are very strong."

Ben hummed in contemplation as his mind went to work. So far, he had noticed that most of Jose's offense was based on firing darkness magic whether in the form of twisters, lightning, bullets, or ghosts. The most fearful he had seen so far was that Shade Entangle. He knew that if he and Erza got caught in that, they were surely doomed.

He processed it all and realized that even though Jose's attacks were some form of dark energy, it was still energy. Suddenly, that's when it hit him.

"I got an idea that may give us an advantage." Ben said.

Before Erza could ask, he tapped the Omnitrix dial again. After the usual flash, standing in his place was a seven foot tall, cycloptic humanoid comprised of purple rock. Its face and the spikes on his chest, back, and horn on his head were made up of pink crystal. The Omnitrix dial was positioned on its chest.

"**Chromastone," **Ben shouted.

Jose, still smiling, lifted a brow in interest. "Another Take-Over? I'll enjoy breaking this form too!"

The master of Phantom Lord held out his hand and discharged a huge, purple lightning bolt at Ben. Erza was about to warn Ben to move until something completely unexpected happened. Chromastone simply folded his arms over his chest and stood in a nonchalant manner, letting the blast hit him a second later. Ben was unharmed as he absorbed the power from the attack, much to Jose and Erza's shock. Though Chromastone had to concede, he did feel a slight twinge of discomfort when he absorbed the darkness magic.

After absorbing the lightning, Chromastone's body was glowing with the colors of the rainbow. Ben sneered. "Thanks for the pick-me-up, creeper!"

He extended both arms and fired two rainbow colored beams at Jose. The Phantom master was too stunned to react as the blasts landed direct hits on his abdomen, which sent him careening back into a pile of fallen roof rubble.

Chromastone turned back to Erza, who was looking at him with slight awe. "I'll absorb his energy attacks, and we'll both smack him around. Got it?"

Erza nodded in agreement. "Understood,"

Usually, she would be the one giving the orders; however, she knew now was not the time. Besides, Ben was very capable of leadership and he had a good grasp on battle and fighting. From what he had told her during their free time before this Phantom Lord incident, he had defeated countless villains and saved his world and universe multiple times. Even now Erza still found that to be amazing.

When Jose arose from the rubble, his black, deathly eyes were locked onto the duo. "You're full of surprises, aren't you?! I'll admit I've never been in a fight this exciting before." A sadistic grin grew on his black lips. "After I finish you two off, I'll hang up your cadavers for all of your fellow guildmates to see. They'll have no choice but to surrender then!"

The shape-shifting teen and the armor-switching knight both glowered at the Phantom ruler.

"Our guild will never surrender to a despicable man like you!" Erza snarled.

"What she said." Chromastone added. "There's no way we're gonna let you win."

"Action speaks louder than words!" Jose roared as he held out a hand and shot a barrage of Dark Beams at his opponents.

Chromastone and Erza both took to the air to avoid the projectiles. As Jose followed them, Ben got in front of Erza to shield her and absorb the blasts.

The Crystalsapien smirked cheekily. "I couldn't agree more!"

His body illuminated brightly as he then fired a few ultraviolent beams at the darkness mage. Though Jose was quick enough to elude the attacks, he was distracted long enough for Titania to soar toward him and deliver a nice swipe diagonally across Jose's chest. Phantom's master cried out in pain as he slid back a few meters. A big gash went diagonally across Jose's blue coat and into his skin, a little blood was trickling from his injury.

His black eyes widened. She'd actually landed a blow on him? He clenched his teeth, his anger reaching the boiling point. He aimed a fierce glare at Titania and Chromastone, who were both flying toward him.

Suddenly, a dark amethyst circle appeared in front of Jose. Out from the seal, several purple, jellyfish-like ghosts shot out and hit the duo before they realized it. Both crashed into the wall and landed on their feet, grunting as they did so.

They looked up and were a bit startled to see purplish-black energy coursing all around his body, but this time it looked far more intense. His dark, sickening eyes were honed in on them. Nevertheless, Ben and Erza took battle stances beside each other, ready to engage Jose once more.

…

Back in the command center, a group of Phantom Lord wizards all looked on in shock at the two Dragon Slayers staring at each other, their main focus being on Natsu who was shrouded in flames.

Gajeel chuckled. "Guess it's not too hard to catch a Salamander if you use the right bait."

"Unlike you Phantom creeps, I watch out for my friends!" Natsu retorted angrily. "I won't let you lay a hand on her!"

Lucy smiled warmly, touched by her friend's declaration. "Natsu," she whispered.

Without looking back, Natsu warned, "Stay back. This could get ugly."

"Uh…Gajeel?" Boze said warily.

"This one's mine." With a wicked grin, Gajeel leaped at Natsu and turned his arm into an iron-club, extending it out to attack Natsu.

"OH YEAH!" Natsu yelled as he caught Gajeel's club, spun around, and threw him into a wall.

Gajeel made sure to hit the wall with his feet, and held up his arm in time to block a powerful, flaming punch from Natsu. The blow was so strong that the stone walls tumbled apart behind Gajeel as a cloud of ash expanded through the room.

The Phantom mages cried out in fear as they ran away from the falling debris. "WE GOTTA GET OUTTA HERE!" a terrified Phantom wizard cried.

Gajeel and Natsu both jumped out of the ash cloud, the latter's fist engulfed with flames. The Iron Dragon Slayer was unprepared as Natsu delivered a nasty right hook into his face. Phantom Lord's Dragon Slayer went flying back until he crashed into the wall on the opposite side of the room.

The wall had dented inward, Gajeel lying in the center. He rubbed his chin and frowned. He was inwardly impressed and surprised that Salamander had managed to hurt him. Gajeel looked up in time to see Natsu jumping at him; his feet covered in fire.

"**Fire Dragon Talon!" **Natsu roared.

Gajeel brought up his iron-club arm to block the attack. This resulted in an outburst of smoke and fire that sent Natsu careening backwards.

Lucy, meanwhile, watched the battle with concern and surprise. She couldn't believe how violent Natsu was against Gajeel. The Celestial wizard was brought out of her musings when Happy walked up to her in worry.

"Hey, are you alright?" the blue cat asked.

Lucy turned to him and smiled. "Happy," She then turned her attention back to Natsu, who was walking out of a dust cloud, an enraged scowl on his face. This startled her slightly, for she had never seen Natsu this angry before. "I've never seen Natsu like this."

"Aye," Happy replied. "He's really fired up now. I wouldn't wanna be that other guy."

The blond mage gulped and nodded her head in agreement.

Gajeel popped his neck and smirked. "For being Fairy scum you sure are cocky."

"You're the scum here, buddy!" countered Natsu. "As payback for what you did to Lucy, I'm gonna use my firepower to melt your ugly iron face!"

The iron mage chuckled, a sadistic smile on his face. "Sounds like fun. So give it a shot!"

The two Dragon Slayers yelled as they charged at one another. Gajeel's right arm was morphed into an iron-club whilst Natsu's hands were still covered in flames. They sent right hooks at one another; however, both were able to dodge them. Gajeel quickly turned around and extended his club at Natsu's feet. He was able to jump over the attack and lunge himself back at his opponent.

However, Gajeel swiftly changed his iron-club into a long, sharp black blade and swiped it at Natsu, forcing him to jump back. Natsu wiped his mouth of blood as he glared back at the other Dragon Slayer.

"That's a pretty gnarly toy you got there." Natsu commented.

Suddenly, spikes began to grow out from the edges of the blade, which gave it the appearance of deadly looking saw blade.

"This is the Iron Dragon Sword. Anything it touches is cut to shreds!" Gajeel responded. Without warning, the spikes started to spin around the blade much like a chainsaw. "I thought I'd give you an up close and personal demonstration!"

"Ooh, I'm so scared!" Natsu retorted, unafraid of Gajeel's chainsaw-like sword.

Lucy and Happy, however, were both startled to see Gajeel's lethal weapon. "How is he doing that?!" the former screamed.

"It's Iron Dragon Slayer magic!" Happy answered fearfully.

The Black Steel laughed manically as he leaped high toward Natsu, his sword reared back to its zenith. Natsu jumped back as Gajeel's blade struck the floor. The force of the blade created a large crevice in the floor, knocking over various Phantom mages in the process. Gajeel swiped his blade at the floor again, only for Natsu to dodge the attack once more.

"Not so cocky now! Are yah kid!?" Gajeel mocked as he swiped at Natsu, but the fire mage managed to evade each attack. "I think you're scared!"

The Iron Dragon Slayer slashed left and right and then vertical, forcing Natsu to jump back as he slid across the floor.

"I'll give you credit for being such a nimble little Fairy." remarked Gajeel.

"You're no slouch yourself." Natsu growled.

Gajeel converted his sword back into his normal arm, grinning wickedly at his adversary. "But we still gotta score to settle from the other day; no time like the present, wouldn't you agree?"

Natsu wiped his mouth and scowled. "Let's go, rivet face! I'm all fired up now!"

All of a sudden, a bright mint green magical seal appeared under Gajeel's feet; however, it was the next development that really shocked the wizards watching the fight. Gajeel's entire body was suddenly coated in thick, iron reptilian scales, sharp talons grew from his fingertips and toes, and his teeth became more serrated.

"Are yah ready, Fairy?" Gajeel quickly jumped at Natsu with his fist reared back. **"Iron Dragon Hard Fist!" **

Natsu held up his forearm to block the blow, but the strength behind the punch sent Natsu flying back and he crashed into a wall. Gajeel's eyes glowed red as he chuckled maliciously. "Hearing you hit that wall was like music to my ears."

Natsu was on a knee, cringing in pain as he held his injured left arm where Gajeel had left a nasty blue and purple bruise.

Lucy placed her hands over her mouth, looking on in worry and fear for Natsu. "He took Natsu down with just one hit." She mumbled.

"That's because those scales on his body are as hard as steel." Happy explained.

Gajeel hit Natsu with an uppercut and then launched a powerful right hook that sent him careening back. Natsu got back up and charged at the iron mage once more. However, Gajeel lifted up his leg to kick Natsu, but the fire wizard managed to duck under the attack. Nevertheless, the strength behind his kick created a shockwave that formed a crevice in the floor and a strong gale in addition.

Lucy's hair went flying back as Happy held onto her shoulders to keep from being blown back. "Is there really that much wind coming from his kick?"

"He's twice as strong now that he's covered in those dragon scales!" Happy cried.

Natsu ignited his fist and punched Gajeel in the chin. Shockingly, the iron wizard was unaffected by the blow as he smirked at Natsu.

"Aw…poor little Fairy. That had to hurt, huh?" The Iron Dragon Slayer jeered. "Hate to break it to yah but your puny hand can't scratch this steel!"

Natsu clenched his teeth while his eyes widened. But the Fire Dragon Slayer finally staggered back and let out a loud, pain-filled yell.

"He's got indestructible armor!" Lucy exclaimed in shock.

"Natsu!" Happy cried.

Natsu was rolling back and forth across the floor, yelling and holding his injured hand. "Oh I'm fine! This doesn't hurt at all! Nope! Not at all!" he lied.

Lucy sweat dropped. "Yeah…right."

"Aye," Happy agreed.

"CUT THE ACT, PUNK!" Gajeel yelled as he head-butted Natsu, which slammed him into the ground. "You just don't want your friends to see you cry like a baby!" He then punched the floor, and the force from the attack sent Natsu flying back.

Natsu, although, managed to correct himself in midair, landing on his feet and sliding back a few meters. "Alright you walking garbage can, time to blow you away!"

He slammed his fists together, which ignited his flames and summoned a fiery magic circle with the head of a horned dragon in the center. Suddenly, Natsu took a deep breath as his cheeks puffed out wide. **"Fire Dragon…" **

Gajeel inhaled deeply as well, letting his cheeks expand. **"Iron Dragon…" **

Both Dragon Slayers put both hands over their mouths like trumpeters as they shouted simultaneously, **"ROAR!" **

A blast of iron particles shot out from Gajeel's mouth whilst a torrent of flames shot out from Natsu's. When the two breath attacks met, the result was a torrent of wind that sent the Phantom mages, Lucy, and Happy flying back. After a moment, the outburst of magical energy caused a section of wall to explode.

When the commotion ceased, the room was left in ruin as dust clouded the air. Gajeel and Natsu were both standing in the large gaping hole that their attacks had made.

"Looks like there's some pretty big differences between Iron and Fire Dragon Slayers, huh Salamander?" Gajeel smiled sadistically. The front of his tunic was shredded, revealing his hard iron abs. "You can shower me with flames until you run out of hot air, but it's not gonna crack my armor. On the other hand, my iron breath attacks will cut you to shreds!"

Lucy, who was leaning against a wall, whispered, "Natsu"

"C'mon! Take him!" Happy encouraged his partner.

Natsu lifted his head, his gray eyes honed in on the iron mage. But to Gajeel's confusion, a smirk appeared on Natsu's face. "I can't crack your armor, huh? You sure you're not feeling a draft, buddy?"

Suddenly, the iron scales on the left side of Gajeel's face cracked, which made the iron wizard's eyes widen in shock.

"He did it." Lucy smiled.

"Look, I don't just breathe regular old fire. My Fire Dragon Roar can destroy anything it touches!" Natsu took off his black and gold vest and tossed it aside, showing off his well-toned upper body. Suddenly, a fiery magical circle appeared under Natsu's feet as his body was engulfed in an inferno. "I think it's time we stop playing around! It's time to get to the real fight! I'm gonna shatter you into a million pieces!"

Gajeel's body was shrouded in mint green light as he cackled manically. "LET'S GO!"

"Black Steel, I'm ready when you are." Natsu snarled.

"Sky's not big enough for two dragons, kid." Gajeel grinned. "So I'm just gonna have to take you down, Salamander!"

Lucy held her hand that had the Fairy Tail mark stamped on it over her chest, lightly trembling in nervousness. "Natsu"

…

Meanwhile, out in the Fairy Tail courtyard, all the Phantom soldiers began to gather above the Fairy Tail wizards. They swirled together to form a humungous black and purple ball with two blood red eyes and eight long black arms with large hands.

"That thing's got creepy hands." Laki commented.

"That's the least of our worries!" Wakaba replied.

"Yeah, this is bad." Macao added.

The gigantic onyx ball hovered closer to the Guild Hall, lifted up its arms, and then smashed them into the roof. The Fairy Tail mages could only watch in horror as the monster-sphere continued punching the building.

"That thing's trying to tear down our Guild Hall!" Cana exclaimed in panic.

"But Ben just fixed it!" Nab remarked.

The mages directed their attacks at the large black ball; however, they could do nothing to stop their enemy as it tore down the Guild Hall.

...

Natsu and Gajeel let out battle cries as they punched each other in the face. An explosion of iron particles, fire, and dust shook the room. The roof collapsed as both Dragon Slayers flew out of the building and high into the sky. After getting a hundred feet over the Giant, Natsu and Gajeel stopped and floated in midair. The Phantom mages, Lucy, and Happy were shocked to see that they were flying.

The iron and fire wizards traded punch after punch. Each time one struck the other, it created an energy outburst similar to fireworks. A moment later, the two descended back down and landed on the opposite end of the Giant's horned head. Crouching low, both Dragon Slayers leapt at one another until their foreheads collided with a loud smack; however, neither appeared to be injured.

After trading a few punches, they simultaneously kicked one another in the leg. The force from the blow caused the horn on the Giant's head to break off and fall into the command center. Lucy and Happy cried out as they dived to the floor.

"Now we gotta get outta here!" Lucy screamed.

As the dust settled once more, standing by the giant horn in the middle of the room was Gajeel and Natsu. Both of them were a few meters apart, both panting crazily. A few sweat drops streamed down Natsu's face as he took a moment to catch his breath.

However, he was caught off guard when Gajeel picked up a few pieces of iron and began to eat them. "What? HEY THAT'S NOT FAIR, MAN! YOU'RE EATING?"

Gajeel shrugged nonchalantly, and with a full mouth, he said, "So what?"

"I can't believe he actually eats iron!" Lucy commented.

"I wonder if it tastes any good." Happy wondered with a thoughtful expression.

After swallowing the iron fragments, Gajeel smiled widely. "Now I gotta fire in _my_ belly."

"HEY! That's my line, pal!" yelled Natsu.

Without warning, Gajeel let out a long, prolonged yell as his body flared with a brilliant mint green light. The power around him was increasing exponentially.

"Hang on! Where's all that energy coming from?" Lucy inquired apprehensively.

"It's because he ate all that iron." Happy answered. "When Dragon Slayers eat their element they replenish their magical energy and increase their power."

Lucy then became more serious. "So Natsu needs to eat fire." She realized.

"That would help but he can't eat his own fire. It needs to come from an outside source." Happy mentioned.

"Yeah that's right. But how can we make that happen?" the Celestial mage asked.

"Say goodnight Fairy!" Gajeel summoned a magical circle as he straightened out his arm and aimed it at Natsu. **"Iron Dragon Lance…Demon Log!" **

Suddenly, a volley of sharp iron projectiles fired from Gajeel's magic seal and bombarded Natsu. Natsu cried out in agony as the iron lances struck his body.

Lucy quickly dug around in her skirt pockets, frantically searching for her keys. "C'mon fire, fire, fire! Do I have any kind of fire spirit?" Her brown eyes went wide when she remembered getting attacked by Juvia and Sol. "Oh yeah that's right. I lost my keys when I was attacked."

Lucy paused when she saw Natsu get blown back and hit the floor hard. She then pulled out a golden key with a green anchor emblem. "The only key I have is Sagittarius, but we haven't worked out a contract yet."

After seeing her pink haired friend get hit again, her determination grew. "But I don't care! This is the only chance we've got right now."

…

The wizards of Fairy Tail continued attacking the giant ball monster; nevertheless, it was to no avail. It seemed that the phantom sphere was immune to their magical attacks. It continued punching the Guild Hall with its multiple arms, destroying it further with each hit.

Cana cried out, wanting to charge at the monster; however, Macao was holding her back. "No! Let me go!" she yelled desperately.

"There's nothing you can do!" Macao stated.

"Erza trusted me to protect the Guild Hall. I can't sit by and let it get destroyed!" Cana protested.

Nonetheless, Macao still held her tight and prevented her from charging in blindly.

…

Natsu weakly stood back up. His energy levels were very low whilst Gajeel's was still high after consuming that iron. Natsu, who at first was giving Gajeel a fair fight, was now getting his butt whooped.

Lucy held out her key and chanted, "I call upon thee in the World of the Celestial Spirits! I beckon you to my side at once! Pass through the Gate!" All of a sudden, a golden light flared from beneath the blond mage's feet. **"Open, Gate of the Archer: Sagittarius!" **

With a sound similar to a bell, a tall man in a brown, anthropomorphic horse costume appeared. He held a bow and had a quill full of arrows strapped to his back. He also wore a white shirt, a green vest over it, and red and white striped pants.

"Well howdy do, my lady." Sagittarius greeted, saluting Lucy while doing so.

"Whoa!" Lucy exclaimed. "That really worked!"

"What's with the horse costume?!" Happy asked.

"Look I'll explain later, but can you shoot fire?" Lucy demanded.

"No, but I do have a profession in archery. Yes, indeed." The horse-man replied as he saluted the air.

Lucy and Happy's expressions fell. "Oh great…" she mumbled.

"Who does he think he's saluting over there?" Happy inquired.

They were brought out of their conversation as Natsu cautioned, "Lucy, you guys better stay out of the way."

Digging deep into his reserves, Natsu's body was again covered in fire. He crouched low and launched himself at Gajeel, hitting him in the abdomen with his head. **"Fire Dragon Sword Horn!" **

The attack made Gajeel slide back a couple meters; unfortunately for Natsu, his opponent was unharmed. Gajeel sneered. "I gotta fire in my belly, but where's yours?"

He pulled back his arms and struck Natsu in the back with his forearms, promptly slamming him into the floor. Gajeel then grabbed Natsu's head and extended his arm, which dragged Natsu's face across the ground. "Why don't yah eat some iron!"

Lucy covered her mouth, watching the spectacle in horror. Gajeel then threw Natsu across the room, his body landing near the giant hole in the wall.

"I think I've had my fun with you. So get lost, scumbag!" Gajeel yelled.

"He's down." Lucy said in disbelief.

Natsu remained laying on his front side, almost motionless.

"No," the Celestial mage breathed, "Natsu can't lose. Get up."

Gajeel then looked through the hole in the wall to see the giant ball monster in the distance tearing down the Fairy Tail Guild Hall. He smirked in satisfaction.

"Hey, take a look at your Guild Hall. We're doing some redecorating!" mocked Gajeel.

Natsu weakly opened an eye. It soon opened wide in alarm and shock when he witnessed the Guild Hall finally collapse on itself and fall apart. Now, it was nothing more than a pile of broken wood, stone, and roofing materials.

Gajeel tilted back his head and let out a loud, maniac-like cackle.

Like a floodgate being opened, memories of first coming to Fairy Tail, his first encounter with Gray and Erza, Erza teaching him to read and write, and his experiences with Lisanna replayed in Natsu's mind. After that, recent memories of meeting Lucy and then Makarov having his powers drained played through his head.

Amazingly, Natsu steadily got back to his feet, his face etched with stone hard determination. He turned around and, with his arms hanging limp by his sides, he slowly made his way back to Gajeel.

"Natsu," Lucy whimpered, tears trailing down her face, "don't do this. Maybe if I just let them take me, they'll leave you alone."

"Lucy," the blonde mage looked down to see a crying Happy clutching her boot. "You know there's no way he'd let that happen."

The Celestial wizard cried a little before perking up, a determined look cast on her face.

"Your Guild Hall is in shambles. How does it feel to lose?" Gajeel taunted.

Gajeel reared back his arm and struck Natsu with his forearm. As a result, Natsu went careening back until he collided with a large metal contraption. He fell to his knees before collapsing to the floor with a painful groan.

"I'd stay down if I were you." Gajeel advised, though he didn't mean it. "I'm getting really sick of this holding back garbage. And it's not gonna look good for you."

Happy sobbed as he watched his best friend get beaten to a pulp. "Natsu took down Jupiter and he fought a member of the Element 4. He's used up too much magical power. If he could just eat some fire he'd be strong enough to beat this guy!"

Gajeel lifted a weak, beaten Natsu off the floor by his scarf. "So long kid. This is the end of the line." He then shifted his arm into his Iron Dragon Sword.

"Just a moment," Sagittarius intervened. The horse-man pulled an arrow out from his quill and placed it in his bow, preparing to shoot it. "It seems I didn't quite understand what you were asking me earlier. When I arrived you inquired if I could shoot fire. I answered that I did not have the power to do so.

"However, now I see it's the fire itself that is important. It doesn't matter that I can't produce it myself, just as long as it's produced."

"THIS IS IT SALAMANDER! THIS IS THE END!" Gajeel roared in sinister glee.

Suddenly, bright blue light shined from beneath Sagittarius as he shot a few azure beams of light. The light materialized into arrows and struck the metal machinery behind Natsu and Gajeel. A second later, the contraption ignited into a fireball and consumed the two Dragon Slayers.

"Nice shot!" Happy commended.

"You found a way to create fire." Lucy noted incredulously.

"Depending on the force one applies when shooting an arrow and the trajectory that arrow follows, it's possible to pierce or shatter steel." Sagittarius explained.

Gajeel stepped out of the smoke and conflagration, scowling at Lucy and the others. "That man horse thing is getting in my way!" He yelled.

"Wow! You're like an archery genius, Sagittarius." Lucy smiled as she praised her horse-man spirit.

Sagittarius saluted nothing as he replied, "Well, I aim to please."

"If you wanna salute her, she's over here." Happy deadpanned.

Without warning, the inferno in the room was pulled away and sucked into Natsu's mouth. After inhaling all the flames, Natsu burped a little. He looked back up with a cheeky grin. Now his strength and stamina was revived.

"Just what I needed." He gave Lucy a thumbs-up. "Thanks a million, Lucy."

Lucy smiled in return and gave him a thumbs-up of her own.

Gajeel snarled in rage as he charged at Natsu. "Eat all the fire you want, but you're still not gonna beat me!"

As Gajeel encroached closer with his iron fist, Natsu turned around at the last moment and sent a wicked, flaming uppercut into Gajeel's chin. The blast sent the iron mage careening back until he crashed into the Giant's horn in the middle of the room. The impact cracked the metal in the process.

Natsu clenched his fist, feeling the anger within him boil high. "Levy, Droy, Jet, Lucy, Gramps, all my friends, my guild, Fairy Tail."

Gajeel jumped to the ground as he quickly recovered. **"Iron Dragon Roar!" **

A twister of iron particles fired from Gajeel's mouth and toward Natsu. Growling, Natsu held out the palms of his hands and deflected the breath attack. Gajeel's mouth dropped in shock and astonishment.

"He deflected my breath attack, and he did it with his bare hands!" he shouted.

Natsu glared at the Iron Dragon Slayer, his eyes glowing red. "I don't know how many more people you need to hurt before you're satisfied, but it ends now!"

"No," Gajeel muttered in disbelief, "this can't be. He's nothing but Fairy scum."

The veins on Natsu's head showed as he bared his sharp teeth in ferocity. "I'm gonna make you pay for hurting my friends. Messing with Fairy Tail is the biggest mistake you've ever made!"

Gajeel glowered back at Natsu. "The only mistake I made was not killing you sooner!"

Mint green light glowed from Gajeel's body as he charged up his powers. He then leaped at his enemy, his fist cocked back to its zenith. **"Iron Dragon Hard Fist!" **

In response, Natsu reared back his own arm and punched Gajeel's fist. For a second, nothing happened until the flames and emerald energy shrouding Natsu and Gajeel's forms increased. Remarkably, the iron scales on Gajeel's arm began to crack. The cracks worked their way up his arm and to his face.

Gajeel's eyes went wide in shock and horror. "No…I'm the strongest!" he yelled out in distraught.

"You're finished, Black Steel!" The fire covering Natsu's body became hotter and more intense as his eyes shined a bright gold. **"Flame Lotus, Fire Dragon Fist!" **

Shockingly, Natsu punched Gajeel in various places at incredible speed. "This is for Levy…Droy…Jet…Nab…Macao…Gramps…Ben….and LUCY!" He punched in-between each pause.

He delivered a powerful uppercut that sent a stunned Gajeel flying back. Natsu held out his arms in a 'power up' fashion as he let out a long, violent yell. However, Natsu didn't let up his onslaught, delivering another attack of flaming hot punches.

"THIS IS FOR ATTACKING THEM AND DESTROYING OUR GUILD HALL!" bellowed Natsu.

The last punch was so powerful it shook the entire Giant, ripped apart the walls of the command center in an explosion that could be seen from the courtyard, and caused the Giant's head to break off from its body, allowing it to fall into the ocean.

To avoid being crushed under tons of rubble, Happy and Lucy were in the air, the former carrying the latter. They looked around the ruined building, searching for their fellow guildmate.

"Where is he?" Lucy asked in concern.

Both Lucy and Happy called out for Natsu before they found him standing on the edge of the Giant. Below him, on the floor beneath, was a badly bruised and thoroughly beaten Gajeel Redfox.

"Alright! It looks like he won!" Happy said excitingly.

Lying in the crushed building debris, Gajeel mumbled painfully, "You…can't…defeat me."

"Oh yeah? Well, I think I just did." Natsu countered.

Finally, exhaustion caught up with the Fire Dragon Slayer as he fell backwards in a limp heap. His body was aching hard in pain from fatigue and the injuries he'd sustained thanks to Gajeel. Many cuts and bruises were littered across his body while his pants were torn in places.

"He's down!" Lucy cried.

Despite the agony he was in, Natsu looked up to Lucy and Happy and grinned brightly. "Well, that was fun but I think I'm gonna rest a bit." He admitted.

The Celestial mage and flying cat laughed in response, happy that their friend had won and was alright.

…

They looked up and were a bit startled to see purplish-black energy coursing all around his body, but this time it looked far more intense. His dark, sickening eyes were honed in on them. Nevertheless, Ben and Erza took battle stances beside each other, ready to engage Jose once more.

However, before Chromastone and Erza could make a move, the entire building began to shake violently. Pieces of the roof broke off and fell to the floor. The trio immediately realized that the cause of the commotion was two certain Dragon Slayers duking it out.

Jose closed his eyes and smiled smugly. "My, my, what an unruly dragon you have."

Erza panted heavily for a short moment before retorting, "He may be unruly, but he's an extremely powerful wizard."

"I'll say. That guy's like me and Erza, he's strong and never gives up." Ben added.

Erza glanced at Chromastone and smiled, sending him a quick appreciative nod, which Ben returned.

"Hmph," Jose scoffed, "there's no need to be modest, you two. You, Titania Erza, your magic is just as spectacular as Salamander's." He then turned his gaze to Chromastone. "And you, Ben Tennyson, I don't know what kind of magic you wield but I must admit, it's more extraordinary than anything I've ever seen before. In fact, you two are the first to last this long in battle against me. However, as fun as this has been, it's time I finish this." Jose stated.

The Phantom master held out his hand, summoning a dark violet magical seal. Three ghost-like tendrils expelled from the circle and flew towards the duo. Chromastone gasped, immediately recognizing this attack as the Shade Entangle.

Ben quickly got in front of Erza and absorbed the energy tendrils into his body before it could wrap around him or her. He gritted his teeth in discomfort; for some unknown reason, the kind of energy that Jose shot was slightly painful for Chromastone to absorb. Nevertheless, Ben fought through the pain anyway.

Once he fully absorbed the tendrils, his body glowed brighter. He held out his arms and fired a few ultraviolent blasts at Jose, but the darkness mage was able to dodge each attack with his amazing reflexes. Jose looked back at Chromastone and scowled.

"You're really beginning to annoy me!" he shouted.

"That makes two of us." Ben retorted.

"Better make it three." Erza added as she flew straight for Jose, Chromastone right behind her.

Jose held out his hands and discharged countless darkness blasts at the duo. Ben flew in front to absorb the energy projectiles into his body before firing them back down at Jose's feet, which created a cloud of dust to block his vision. Erza used this golden opportunity to her advantage as she soared into the dust cloud and slashed Jose across his chest again, leaving another diagonal wound.

Chromastone backed up her attack by shooting a couple ultraviolent beams at a stunned Jose, which sent him sliding back a few meters. When the darkness wizard lifted up his head, he was too slow to act as Erza and Chromastone both punched him in the face. A loud smack echoed through the battered room as Jose went careening back until he crashed into a wall for the umpteenth time.

The Omnitrix hero and armor-shifting wizard landed on the floor, ready to reengage. However, just like the previous times, Jose leaped out of the wall again, deadly purple energy radiating off of his body. Running at impressive speeds, he charged at his closest opponent, Ben, his fists charged up with darkness magic. The Crystalsapien ran at Jose too, cocking back his fist while charging it up with rainbow colored energy.

When their fists met, the result was an explosion of energy that sent both flying back to opposite sides of the room. As Phantom Lord's master collided with the wall once again, Erza seized the opportunity and jumped at him, her sword reared back to its acme.

Jose, however, sidestepped Titania's attack and grabbed Erza by her wrist. He slammed her into the floor from his right side to his left for a moment. He then tossed her across the room where she slammed into Chromastone, who was just getting up.

The darkness mage grinned widely. "Hearing you two crash into one another was so enjoyable. But I'll be even more overjoyed when I hear your screams as I tear you both apart!"

Ben and Erza groaned as they returned to their feet. Erza's right eye had swollen closed from the impact with Chromastone's crystal body. Nevertheless, that didn't take away from the glare she was sending Jose's way.

"Even though you're absorbing his energy attacks, he's still very strong and fast." Erza pointed out.

Chromastone narrowed his green eye at the onyx haired man. "Yeah, he is. But I've got an idea."

Erza glanced at her ally while raising an eyebrow, curious as to what Ben had planned.

The purplish-black, hazy energy surrounding Jose grew more intense as he stepped forward. A deadly, baleful smile took shape on his black lips as he stared at the two powerhouses in malevolent glee.

"What's the holdup you two? Aren't you going to attack me?" Jose mocked. "Where's that determination from before? Don't tell me you're getting scared!"

After explaining his plan, Ben said, "On my signal, 'kay?"

Erza nodded in understanding.

The Omnitrix bearer turned his attention back to Jose. "Scared? Of you?" he snorted. "Please, _you're_ the one who should be scared of us!"

Chromastone straightened his arms once more and shot two powerful energy blasts at Jose's feet. As a result, stone from the floor was blasted into his face and a dust cloud obscured his vision. As he was momentarily distracted, he slapped the Omnitrix dial.

The room was once again engulfed with bright, emerald light. When the flash died away, standing in the wake was a large, bulky humanoid with reddish-brown, rocky skin. It also had a giant mouth and a molten red core on its stomach. It wore black shorts with green stripes and a green belt with white stripes. The Omnitrix symbol was positioned on its forehead.

"**Gravattack," **Ben shouted.

As the dust cleared, Jose narrowed his dark eyes at the Omnitrix hero and scowled.

"Take any form you like, but neither you nor Titania will defeat me!" Jose exclaimed angrily.

Phantom's master charged up his fists again with powerful, violent energy before crouching low and launching himself at Ben. Gravattack only smirked as he held up his hand. A sphere of invisible energy collected in his hand, but it could be seen from the hazy disorientations in the air.

Suddenly, Jose stopped in midair, and to his surprise, he felt his whole body become weightless as he floated higher into the air. He kept rising up at a rapid speed until he smashed into the roof. Gravattack then increased the gravity around Jose, causing him to fall back down and crash into the floor. From a crater in the ground, Jose yelled in pain from the impact.

Gravattack lifted Jose back in the air again until he was a few meters high. His attire was torn in places while his body had cuts and slight bruises on his arms, face, and chest.

"Now, let's take this gravity power of mine for a spin!" Gravattack quipped.

All of a sudden, Jose began to spin around in a circle, his speed growing faster by the second. After ten seconds, the darkness mage was now moving so fast he was just a blue, circular blur. Gravattack kept this up for another minute before he finally stopped spinning his opponent. As a result of the spinning, Jose was now consumed by dizziness as he remained floating in the air.

"Now, Erza!" shouted Gravattack.

"On it!" She responded.

Without warning, her body was shrouded in bright golden light as she re-quipped into her Giant Armor. A red magic circle appeared in front of her hand as she summoned the Spear of Ha-Ja.

With her new enhanced strength, Erza crouched low and leaped at Jose. In midair, she twirled the spear around to gain momentum. She let out a mighty yell as she struck a thoroughly woozy Jose in the face with her spear. She hit him again three more times. The third and final time was strong enough to free Jose from Gravattack's gravitational grip which sent him hurtling into the floor and increasing the size of the earlier crater.

Gravattack and Titania both gathered by the crater's rim, looking down into it. As the dust cleared, Jose was lying on his back. His clothes were tattered and his body was covered in cuts and bruises ranging in various sizes. However, to their amazement, Jose rolled over and weakly returned to his feet.

Even after being spun at hundreds of miles per hour and being struck with a spear wielded with super-strength three times, he was still able to stand?!

He glowered at two highly-adaptive warriors before him. A bit of blood was trickling down his face. The anger and hate he was feeling towards Ben and Erza was extreme.

"Had enough?" Gravattack asked.

Before Jose could respond, the sound of beeping caught the trio's attention. The Omnitrix dial on Gravattack's forehead was blinking red and beeping. In a flash of red, Gravattack transformed back to Ben.

Ben looked at himself in horror. "Uh oh, not good!"

'_It couldn't have been an hour already, could it? Maybe going Ultimate two times drained the battery more than I thought?' _Ben pondered.

Erza's brown eyes had widened in alarm and apprehension. Now that Ben was human, their situation had taken a dire turn for the worse. The advantage that they had gained over Jose had now vanished.

A malicious smile grew on Jose's ebony lips as he honed in on Ben with sinister glee. He cackled madly before he said, "It seems you've used up all your power! This is the part where you die!"

Jose gathered a ball of violent energy into his hands before throwing it straight at Ben.

"Ben! NO!" cried Erza.

The ball traveled at Ben so fast that he didn't have time to dodge. He only closed his eyes, waiting for his fate. However, instead of feeling knocked out or killed like he expected, nothing happened. He opened his eyes to see that Jose's purple ball had been swallowed up by a larger, brilliant white ball before they both disappeared.

Ben blinked in confusion. _'Okay…that's odd. What just happened?' _

The teen hero felt a powerful presence in the room. He turned to his head to his left. His eyes widened in shock as he gasped lightly. Erza followed his gaze and she too shared Ben's expression.

Levitating on top of a tall pile of debris was Master Makarov. His arms were folded over his chest and his eyes were closed while he slowly descended to the top of the rubble pile. He was still wearing his white coat with the Ten Wizard Saints symbol on the back, blue trousers, and black leather boots.

When Makarov's feet finally set foot on the debris, he spoke with venom in his voice. "You have shed the blood of our children, and that is unforgivable! They have been made to suffer because of the incompetence of their parents. We are both to blame, Jose."

Ben and Erza both smiled, happy and relieved to see Makarov. The latter almost shed a tear from the sight of him. His skin was no longer a sickly green and he didn't appear to be on the verge of dying anytime soon. Even Ben, who wasn't a wizard, could tell that the master had regained his immense magical power.

"This war between us has gone on long enough." Makarov opened his eyes, casting a dark glare at Jose. "Let's end this here and now!"

Titania wiped a tear from her eye and smiled at Makarov. "Master"

"Man, I'm so glad he's okay. He sure knows how to make an entrance." Ben confessed.

Jose was silent for a moment, but the smug grin on his creepy face spoke in volumes. He closed his eyes and then reopened them, only the white had changed to black and his pupils had turned to silver…like from earlier when Ben and Jose were fighting. The power around him began to increase as small pebbles floated off the floor around him.

"If we fight it could cause a catastrophe." Jose smiled spitefully.

Growling, Makarov narrowed his eyes in contempt. The power around the dwarf-sized wizard began to fluctuate as well. A golden ball of energy appeared at the end of his left index finger.

"In order to save my guild I will gladly take that risk!" Makarov countered.

Makarov and Jose stared at one another, vast amounts of magic coursing through them. At that moment, Gray, who was lying off on the other side of the room, was beginning to return to consciousness.

"W-what?" he mumbled, using his elbows to lift himself up from the cold floor. "For some reason, this warm light reminds me of the master."

When he turned his gaze to the source of the light, his dark eyes widened in awe and shock.

Jose let out a yell as he held out his hand, firing a few ghostly tendrils. Makarov responded by summoning a group of small, golden magic circles to intercept Jose's attacks.

"You kids need to get out of here now!" Makarov warned.

Gray found the strength to rise back to his feet as did Elfman, who too had arisen from unconsciousness.

"Gramps!" Gray cried.

"We'll stay with you!" Elfman added.

Ben and Erza turned to them. "No! We have to do what he says!" the latter ordered.

They ran to Gray, Elfman, and Mirajane, the latter of whom was just waking up.

"C'mon, we have to leave!" Erza yelled. "If we stay here, we're only going to get in his way."

Ben turned to her. "You sure he'll be alright? All I need to do is let the Omnitrix recharge and I can change into my other top heavy-hitters."

Erza glanced at Makarov, and smiled, "That's unnecessary. He'll be alright this time. I have faith in our master."

The teen hero nodded and ran out of the room with the others, putting some distance between them and the showdown between two of the most powerful wizards in Fiore.

Meanwhile, with Makarov and Jose, the wielder of darkness magic smiled in a complacent manner. "It's been six years since we both came face-to-face, then Phantom was number one and no one knew how large Fairy Tail would become." He chuckled before continuing, "But now it's been reduced to rubble!"

Makarov's glare intensified as he created a few golden orbs in the air connected by a white line, the whole thing laid out in a zigzag pattern.

"Our Guild Hall may have been destroyed, but we're strong as ever!" Makarov retorted angrily.

"I must admit I'm looking forward to this." Jose said. "Although it's frowned upon by the Council I can't wait to see who is the superior Wizard Saint."

All of a sudden, bright golden light began to shine from underneath Makarov's feet whilst ethereal purple light emerged from underneath Jose's. The two Wizard Saints were charging up their powers for the imminent battle to come.

"I couldn't have done this without you, my children. Bless you all. Be proud that you are all members of Fairy Tail!" bellowed Makarov.

Astonishingly, dark storm clouds swirled high above the broken Giant; in addition, a sphere shaped force field formed around the robot that pushed away the lake water. Lightning came down from the sky and struck near the Giant. The magical energy being manipulated was on an immense scale.

Meanwhile, Makarov and Jose were both pushing against each other with dome shaped energy barriers. The former's was composed of a brilliant golden-white energy whilst the latter's was purplish-black. As he kept up the shield, Makarov yelled as he fired a white energy tendril from his left hand.

Jose countered the attack by shooting his own violent version of a tendril. When the two tendrils met, the result was an outburst of energy that sent both mages careening back a short distance before they regained control.

Phantom's master recovered quickly as a purple energy sphere with swirling tendrils extending out of it gathered in Jose's right hand. **"Dead Wave!" **he chanted.

Suddenly, an incredibly powerful pillar of darkness magic fired from Jose's hand. The blast was so strong it created a tidal wave outside the building and strong gusts of wind.

After a moment, when the dust settled, Makarov was still levitating off the floor and he was relatively unharmed. He summoned three magic circles, one under his feet and two on his right and left side. Once he accumulated enough energy, he cried out as he discharged a powerful beam of white light at Jose.

The building shook even more, causing more damage throughout the structure and more debris to collapse. Makarov landed on top of a debris pile once again whilst Jose stood on the floor beneath. He too had avoided Makarov's attack, just as Fairy Tail's master had evaded his before.

"I'm impressed." Makarov admitted. "You have so much power at your demand. I can see why the Council made you one of the Ten Wizard Saints."

Jose only smiled haughtily as he honed in on the dwarf-sized man.

"However, you're misusing that power for your own personal gain. You could've become a role model for the younger generation; instead, you've become a lesson in what not to do!" Makarov reprimanded.

Jose huffed. "What is this? A lecture?"

"I have a rule that seems to work well for my Fairy Tail kids. I'll give you to the count of three to do exactly what I say." Makarov declared.

Jose's smile turned into a savage frown as he glared deeply at Makarov. It only became worse when Makarov demanded, "Kneel to me."

A short moment passed before Phantom's leader raised a brow, and asked, "WHAT?"

Makarov ignored Jose's confusion as he began the countdown. "One"

"So you want me to concede and kneel before you? NO WAY IN HELL!" shouted Jose.

"Two," Makarov's eyes had already turned to white. Then, he began to form a brilliant white energy sphere in-between the palms of his hands.

"Why would the master of the most powerful Guild in this kingdom ever stoop so low as to kneel before _you_!?" Jose yelled; forming ghost shaped tendrils in his hands. "Technically, we are equally powerful, but my ability to be heartless makes me even stronger!"

"Three," Makarov said, his voice becoming stronger as was the sphere between his hands.

"You should be the one kneeling before me! Now, you and your precious Fairy Tail children are going to die!" roared Jose.

"Time's up."

"THIS IS IT! AWWWWW!" Jose fired two dense darkness tendrils at Makarov.

However, as soon as Makarov clasped his hands together, bright white light consumed his form and the sound of a large bell could be heard. The brilliant light immediately vaporized the darkness and filled the whole room. It was just as bright as a star.

From within the light, Makarov said, "I invoke…**Fairy Law!" **

Suddenly, a giant golden magical seal appeared above the nearly destroyed Giant. Then, without warning, a flash of gold and white was cast out from the stone robot and across the land. The wizards of Fairy Tail and citizens of Magnolia were all forced to look away from the intensity of the brightness.

On the shoreline near the destroyed Guild Hall, Ben, Erza, Gray, Elfman, and Mirajane all turned to the dazzling light coming from Phantom's headquarters. The Omnitrix hero was in awe from this spectacle and bewildered as to what was creating it.

"Whoa! What is that?" Ben asked with wide eyes.

Erza, who had re-quipped back into her Heart Kreuz armor, stared at the phenomenon in wonder, a smile on her pretty face. "It's Fairy Law, a spell that vanquishes darkness with sacred light. It only affects those the caster sees as their enemy." She paused as she admired the view. "Incredible, isn't it?"

Ben's eyes widened even further when Erza told him what Fairy Law was. Shock and astonishment dominated his expression. From what Erza had told him, this Fairy Law was very powerful. Though he had seen many powerful things in his tenure as a hero, the most powerful being the Celestialsapiens, Fairy Law had to be counted amongst the top five now.

"It's one of the most legendary spells in existence." Erza continued.

"I can see why." Gray remarked.

The brilliant light shined for another minute before it finally died away. The storms clouds dissipated, the lightning stopped, and the tidal waves weakened. Everything returned to normal. However, within the building, there was one person who was far from normal.

Jose stood in a petrified position, his body trembling slightly. His arms were fixed in a position that shielded his face. The most notable change though was the color of his hair; it had turned from black to grayish-white. His skin was wrinkled and his eyes were as wide as dinner plates. Absolute trepidation was etched into his entire body.

Master Jose of the Phantom Lord guild had been defeated.

Makarov scowled at his rival. "You will never bother Fairy Tail again. Understand?" He then turned away. "I'm sure the Magic Council will be watching us after all the chaos we caused. You better be on your best behavior for now on. I know I will."

As Master Makarov began to walk away, a hazy humanoid figure appeared out of thin air. Aria, who had just recovered from the beating Ben gave him, floated silently behind Makarov. His eyes and mouth were wide in exhilaration.

'_Our master has fallen. How sad. The old man has left himself wide open again. THIS IS MY CHANCE!' _Aria shouted inwardly.

Before the air mage could cast his Airspace: Drain spell again, Makarov's fist extended out and punched him in the face. The force from the blow sent the big man hurtling into a rocky pillar, instantaneously sending him back into unconsciousness.

"The war is over. There is no need to fight." Makarov proclaimed. "But if you push me to the point of anger, I'll wipe out your entire Guild without hesitation." He then turned around with a happy, perked up expression. "Now you kids get out of here, and take Jose with you."

…

Later on, Ben and the others had met up with the rest of Fairy Tail in the courtyard. Everyone was cheering and elated that they had won the war against Phantom Lord. Even Ben was thrilled that they had won, giving those cocky Phantom creeps what they had coming to them. Perhaps now bad guys across the land would take him and the rest of his friends at Fairy Tail more seriously now.

Master Makarov stood upon a fallen ledge from Phantom's headquarters where he could see all of the wizards of Fairy Tail and close enough to be heard. All of Fairy Tail turned their full attention to the dwarf-sized master.

"We are victorious!" He yelled loud enough for everyone to hear. "But I had very little to do with it. This victory…is yours my children!"

Everyone cheered loudly in response. Ben only crossed his arms over his chest and smirked.

'_Nah, we couldn't have pulled this off without you, Makarov.' _Ben thought. _'Thank you.'_

…

The sun was setting in the distance and casting an array of red, orange, and yellow colors across the horizon while the rest of the sky grew darker as night approached. The waters of Lake Sciliora closest to the west reflected the warm colored light of the setting sun while the waters to the east began to turn blackish-blue. A few stars twinkled from above, but the moon was not out tonight.

Standing on a rocky ledge on a mountain, a figure was looking down at Magnolia. The figure could see the many small buildings and the grand Cathedral in the center of town. However, the character's main focus was drawn to Fairy Tail's Guild Hall, which was lying in shambles.

The figure was a male that much could be determined. Nothing else could though since his identity was obscured by the shadows and the dark robe and hood he wore. On his neck was a piece of string tied to a hexagonal shaped rock with a bright purple symbol emblazoned on it that resembled a trident extending from a hollow hole. In his right hand was a wooden staff that reached his shoulder. On the top was the carved head of a demonic bird, its mouth was wide open.

He stood silently in the darkness, his golden eyes transfixed on the wrecked building and the people gathered around it. One person in particular was grabbing his attention. A certain teenager with a powerful device strapped to his wrist; the one that had foiled his plan for claiming control of the world and all magic years ago.

His malign golden eyes narrowed in contempt. He had returned to this magically-abundant world to conquer it and obtain limitless power, but having _him_ here would be a major obstacle to his plans. With the relic in his position, everyone else in this world he could defeat with ease, but _he_ was another story. As long as he was around, there was always that looming threat of bitter defeat.

NO! He would not lose again. He resolved to find a way to handle the teenager. All he needed was time, more allies, and he needed to avoid unwanted attention. Time wasn't really an issue, he had plenty of it. In addition, since his arrival he had been slowly gaining allies, but not enough to accomplish what he had planned. Evading detection wasn't a problem either. His hideout was far from civilization, centered in a no-man's land.

The man had learned the arts of patience, and would engage the enemy when the time was right. Now, it was too soon, and he wasn't ready despite the growing power at his command.

"Soon…Tennyson…soon," the figure spoke in a dark, but smooth and superior voice. "My time of triumph will come." His tone then became venomous. "But your time in the light…is almost at an end."

Suddenly, in a flash of crimson, the figure vanished. All traces of his existence gone.

…

**A/N: Alright! Finally the Phantom Lord arc is complete! I hope you all enjoyed it, despite Ben not taking the full spotlight from everyone. To be frank, I don't want that since the others deserve time in the spotlight too; however, Ben will have plenty of time to shine in the coming future. **

**Shout out to ****_The Incredible Muffin_**** who helped me out a bit with this chapter. **

**I'm sure you're all wondering, why didn't I have Ben and Erza defeat Jose? Who was that mysterious figure? Well, in order, I considered having Ben and Erza defeat Jose but I realized that the Fairy Law thing was a real pivotal point in the canon and I really needed to add it. Plus, after going Ultimate a couple times, I'm sure the Omnitrix would be quite drained anyways. As for the second question, I'm sure some of you can guess who it is. For those who can't, it's a surprise! **

**Okay, I have three announcements to make. One, I have a new original cover-art for Ultimate Fairy. I have a link to it on my profile page for those who are not on a computer or for those who want to see it better. The picture was made by ****_TallGuy94_****. Kudos to him! **

**Two, I will be skipping over the Loke arc and will do two or three of my own original one-shots before I get to the Tower of Heaven. **

**Third, and most important, I will now be turning my attention back to Ben 10: Prime Force. I need to get back to it anyways. I will devote four or five chapters to it before I return to Ultimate Fairy. **

**By the way, I have an original one-shot or possible two-shot planned for the next chapter. It was suggested by ****_Star Saber21, _****and he really helped me with coming up with ideas for it and my other one-shots. **

**Next chapter: THE WORST MALFUNCTION - the Omnitrix malfunctions and turns Natsu, Gray, Lucy, Happy, and Elfman into versions of Ben's aliens while Ben himself is turned into his weakest transformation yet. To make matters worse, a group from a Dark Guild kidnaps Ben while in his trapped state. Now, Erza and the others must rescue him, but it may be a challenge...given their new bodies. **

**After that: BEN VS ERZA - the title says it all ;) **

**After that: MAGMA CRETINS (I may come up with another name) - Ben and Erza go on a S-Class mission together to destroy a hive of volcanic demons terrorizing a village. **

**Once I complete these one-shots, I will start on the Tower of Heaven. How fun! **

**As always, thank you for reading. Please leave any critique or comments in the review box. Until next time…**


	14. The Worst Malfunction

**A/N: Hey everyone. I'm sure you're all wondering why the hell I'm updating this instead of Prime Force, like I said in my last Author's Note. **

**Well, to be honest, my mind is really focused on this story. Also, when I finally updated Prime Force, I was a bit disappointed with how little feedback I got. I figured after being away for a few weeks, I'd get plenty. Sadly, I did not. I know a good author shouldn't be concerned about that, but I sort of am. **

**So I think this is how I'm gonna do it, I'm gonna alternate between Ben 10: Prime Force and Ultimate Fairy. I may do a chapter for this story and then a chapter for that one. That way it evens out and I'm not stuck on just one story. **

**Anyways, my will to write on this story is very strong right now. And like a friend of mine told me one time, strike the iron while it's hot!**

**I would like to thank ****_Star Saber21_****. He was a big part of bringing this one-shot into fruition, and he was also a big help in the next two one-shots to come. Thanks a bunch bro! **

**WARNING: this chapter is a laughing hazard! Do not eat or drink anything while reading this story. You may choke on it or it may come out your nose. **

**You have been warned, now on with the show! **

...

**Ultimate Fairy**

**Chapter 14: The Worst Malfunction **

…

Two weeks had passed since Phantom Lord was defeated. In that time-span, a lot had transpired. After the battle, when everyone had gathered around the wrecked Guild Hall, Ben had offered to go Clockwork and repair it again. However, Makarov declined and even though he appreciated Ben's offer, he said it was 'time for a change'.

Almost immediately, Fairy Tail had gotten to work on building a new Guild Hall. Nonetheless, nearly a couple days after they started, the Rune Knights showed up. The Rune Knights was the army of the Magic Council, and the wizards of Fairy Tail knew that they would show up eventually. Natsu and Happy had tried to escape, but were easily captured.

The Rune Knights interrogated everyone; however, the longest person they questioned was Fairy Tail's own powerful shape-shifter, Ben Tennyson. The Knights had heard reports of a giant titan in Magnolia, firing an emerald beam at Phantom's headquarters. In addition, they knew absolutely nothing about Ben, only that he was a new member of the Guild and that he seemed to be a powerful Take-Over mage.

Makarov advised Ben it would be best not lie to the Knights, but acceptable if he stretched said truth a bit. With that in mind, Ben gave the Knights what they wanted; only he didn't tell them the complete truth about himself.

When asked where he came from, Ben said he was from a land very, very far away. When asked what powers he wielded, he told them he had a combination of Take-Over and Re-Quip, which shocked most of them. When asked why he joined Fairy Tail, he told them because he wanted to help people and that he also needed to make a living.

None of the responses he gave them were necessarily false. Ben just didn't tell them that he was from another universe and that he didn't use magic, rather absurdly-advanced technology. If he had, the Omnitrix wielder had a sneaking suspicion that they would think he was a lunatic and take him to an insane asylum.

Anyways, when the week of interrogation ended, Fairy Tail was called to Era, the headquarters of the Magic Council, to await trial. The level of anxiety everyone was experiencing was high. With just one order, the Magic Council could easily disband Fairy Tail.

Fortunately, in the end, Phantom Lord was deemed guilty and disbanded, and Master Jose was stripped of his rank as one of the Ten Wizard Saints. The Council announced that Fairy Tail's punishment would be decided at a later date, but that still didn't diminish everyone's excitement. After all, the evidence pointed straight to Phantom so no one really believed that the Council would punish Fairy Tail too severely.

A day after their trial, the Guild got back to work on constructing a new Guild Hall. However, for the Ultimate Team, something else came up that turned their attention away from building: Lucy had suddenly disappeared. When Ben, Natsu, Gray, Erza and Happy had gone to her apartment house, they discovered a note, saying,

_I will go home _

_Lucy _

Instantaneously, the team quickly climbed aboard the next train and went after her. Lucy was their friend, a member of their team. It just wouldn't be right without her. Even Ben could admit to that. Things didn't seem right without the beautiful blonde yelling at Natsu, Gray, Happy, and occasionally Ben for their idiocy.

When they finally arrived at her father's estate, they found her standing by the grave of her mother, who had passed away years prior. The Celestial wizard had explained to them that she only came back home to warn her father to never mess with her friends or Fairy Tail ever again, or he would regret it.

Ben smirked; proud that she had told her father off so aggressively; although, the teen hero was still flabbergasted when he realized just how rich Lucy's dad was. His private estate was nearly bigger than the entire City of Magnolia!

'_When she ran away, she sure left a lot behind.' _Ben mused.

When they returned, Ben realized something. He had nowhere to stay. The Guild Hall had been his temporary home, but now, it was lying in ruin. During the interrogations, he had stayed in a tent like all the other members of Fairy Tail. In addition, the teen hero didn't have enough jewels saved for acquiring his own place…not even close! Thankfully though, Gray came through and offered him a guest bed at his place.

Of all his team members, Gray was the best choice to crash with in Ben's mind. Lucy didn't have a guest bed at her place, plus she got enough headaches from Natsu and Happy sneaking in all the time. No need to bring any more stress to her life. Erza lived in the dormitory, Fairy Hills, which was for girls only, so she was out of the question. Natsu and Happy were viable candidates; however, Ben realized that the Dragon Slayer would probably pick a fight with him again eventually if he stayed at his house.

A day later, the Ultimate Team was now participating in the construction effort. The wreckage of the former Guild Hall had been carried off and huge supplies of lumber and stone had been brought in. It was obvious this new hall would be bigger than the previous one.

Currently, all the wizards were present to aid in constructing the new building. So far, sections of stone wall had already been built around the perimeter as well as the wooden infrastructure inside.

Natsu Dragneel let out a triumphant cry as he lifted a load of heavy wooden beams over his head. But Natsu couldn't bare the weight of the heavy load; as a result, his knees buckled as he fell forward, the lumber collapsing on top of him.

Mirajane and Happy, who were standing close by, only sweat dropped at the scene.

"Oh Natsu," Mirajane sighed, exasperated.

Ben walked over to Natsu and chuckled whilst shaking his head in a humorous manner. He lifted his sleeve and tapped the Omnitrix faceplate. A green holo-wheel popped up, the top half showing alien head icons. He scrolled for a couple seconds until he found the one he wanted. He tapped the icon, allowing the faceplate to slide back and the core to pop out.

When Ben slammed down the dial, a green flash consumed his body. When the light vanished, he was replaced by a twelve-foot tall, muscular red alien with four arms and eyes, and dressed in black pants and a black sleeveless shirt with a green stripe going down the center. The Omnitrix dial was on a green and white belt strapped around his waist.

"**Four Arms," **He shouted in a deeper, raspier voice. "Leave the heavy lifting to me, Natsu."

Four Arms collected all the timber on top of Natsu, carrying a few under each arm and walked away. As Natsu got up, he crossed his arms and huffed at Ben.

"Show-off," he muttered.

Gray walked by, heaving a single beam over his shoulder. "That's what you get for carrying too much yah moron."

"WHAT YOU'D CALL ME?!" Natsu yelled; his anger flaring up as flames shrouded his body.

"You got a problem?" Gray seethed, getting in Natsu's face as icy energy covered his form. The duo's fire and ice clashed as they got in one another's face.

"Yeah, I gotta problem with your face!" the Dragon Slayer remarked.

Lucy, who was sitting at the finished bar counter taking a short break, sighed in annoyance. "They're at it again, huh."

"Aye," Happy muffled through the fish in his mouth.

Hiding behind a stone wall, a girl with blue hair curled at the base and wearing a navy blue coat had hearts in her eyes as she ogled Gray. Juvia squealed girlishly as she cried, "Oh Gray my love! I wish you'd carry me too!"

Suddenly, before a fight could break out, a beam of timber smashed into Natsu and Gray's heads, which buried their bodies into the ground. Erza stood above them, wearing a pair of baggy brown pants, a brown shirt, and a yellow hardhat. The lumber she used to hit them was resting on her shoulder.

"Enough! No more lollygagging!" She ordered sternly. "We have a lot of work to do!"

Natsu and Gray both had big, red bumps on their heads. "Aye," they groaned in pain.

"I wouldn't want to work for Erza." Wakaba commented.

"Did she re-quip into that outfit?" wondered Macao.

Four Arms carried the lumber to Makarov, who had increased his height to at least thirty feet. He was wearing the same attire as Erza. He was putting together the wooden infrastructure of the building, and instead of using a hammer, he used his fists. When Ben dropped off the timber close to Makarov, the master looked down at Ben and smiled.

"Thank you, Ben. Say…could you help me put together this framework?" Makarov inquired. "It'll make this go a lot faster."

Four Arms smiled. "No problem."

He slapped the Omnitrix dial, and in a flash of green, was replaced by Humungousaur. The brown-skinned dinosaur-like alien increased his size to forty feet. It wasn't his full height but a few Stegosaur-like spikes did protrude from his back whilst his reptilian hide became tougher. A few Fairy Tail mages gaped at how big Humungousaur had become.

Humungousaur got on one side of the frame while Makarov was on the other. Both titans were gently hammering down a girder into a horizontal position over two standing posts. Once that was done, they picked up more lumber and started work on the next section of infrastructure.

"Geez," Wakaba staggered back in surprise from Humungousaur's growth, "Master's not the only one hard at work."

"Except Ben's working in a bigger way," Macao added.

Natsu and Gray pulled themselves out of the ground, still wallowing in pain from getting hit by Erza. "OW! That really hurt, Erza!" they simultaneously shouted.

Happy flew over to them, and asked, "You guys playing whack-a-mole?"

As Macao and Wakaba began to observe the construction site, they noticed something peculiar.

"Hate to say it, but…" Wakaba trailed off.

"It looks a little too big." Macao finished.

"We figured we might as well expand the place. I got the plans right here." Mirajane explained, holding up a big piece of paper.

"Oh yeah," said Macao.

"I wanna see." Wakaba requested.

"I liked it just the way it was!" Natsu chided.

"What's it gonna look like now?" Gray asked.

Mirajane showed them the "designs". It was a crude picture of the soon-to-be Guild Hall drawn in crayon, and it had flowers, bunnies, and fish doodled around it too. The four mages sweat dropped.

"What the?" Macao commented.

"Wow…that looks…great." Wakaba forced; a hint of sarcasm in his tone.

Natsu looked at the "blueprints" blankly. "Uh…which way is up?"

Unlike the other three, Gray had no problem saying his honest opinion on the picture. "Man, these are the worst plans ever. What idiot came up with these?"

Mira smiled for a moment until she instantly turned away and started crying. Gray waved his hands in a placating manner, trying to calm her. "Mira! I…I didn't know it was you!" he said desperately.

"You made her cry." Natsu, Macao, and Wakaba deadpanned.

"That's Gray for yah." Happy noted.

Meanwhile, behind a wall, Juvia was smiling mischievously at the scene. _'My dearest Gray is so cold to other women, yet so warm to me.' _

A half hour later, Master Makarov left for home to take care of some paperwork for the Magic Council, leaving Ben to keep assembling the building's framework. Humungousaur assembled the framework with ease. After building a few sections of the frame, Ben was starting to get a little hungry.

He transformed back and met up with Natsu, Gray, and Happy in a little secluded spot in the construction site. Ben sat on a wooden crate while Gray sat on a stack of stones. Natsu and Happy stood close by.

"Man, I'm starving." Gray mumbled.

"Me too," Ben agreed, putting a hand over his growling stomach. "I could go for some chili fries right now."

Natsu, Gray, and Happy looked at the shape-shifter in puzzlement.

"Huh," they said in unison.

Ben turned to them, arching a confused brow. It was then that he remembered that this world didn't have the comforts of his universe, such as smoothies and chili fries. Nevertheless, Ben had a plan to solve that problem in the near future.

The teen hero sighed. "It's basically cooked potato slices with chili sauce over them."

Gray blinked. "Never heard of anything like that before."

"Sounds really tasty though," Natsu added, a thin line of drool falling from his mouth.

"Aye," Happy agreed.

Without warning, a jet of water blasted into Natsu and then hit Gray. When it disappeared, the ice wizard discovered a pink metal box in his lap.

"What was that?" Ben queried.

"I'm soaked." Natsu remarked; his clothes were completely drenched.

"Look!" Happy pointed at the pink box. "A lunch box!"

"Where'd it come from?" Gray wondered.

"Who cares?! See if it has food in it!" Ben said eagerly.

The onyx haired teen opened the box, and was shocked at its contents. There was an assortment of many vegetables, fruit, and meat arranged in the shape of hearts and Gray's face. Gray's eyes bulged open as he stuttered incoherently. The others, however, reacted in the opposite fashion.

"Wow! That looks pretty tasty!" Natsu admired.

"I'll say, even though it is kind of weird." Ben commented.

"That's so cool! Your face is totally edible." Happy added.

"I can't eat this! It's just too weird!" Gray responded nervously. "I think there's some green stuff oozing out from the side."

True enough, there was a line of green substance oozing out from the side of the pink box. That still didn't deter a certain Omnitrix bearer and Dragon Slayer from wanting to eat. At the moment, Ben was hungry and didn't care if food was arranged in the shape of Gray's face. He just needed something to eat now.

"I'll eat it for yah." Natsu and Ben offered simultaneously.

Behind a stone wall, Juvia was about to break into tears. _'This is heartbreaking! I spent three whole days making that lunch for him.' _She thought.

Out of nowhere, Erza popped up with an angry look on her face. "WHO SAID YOU COULD TAKE A LUNCH BREAK?!" She yelled, startling the three mages and superhero. Suddenly, she quickly returned to normal when she noticed the contents of the lunch box. "Hey, is that supposed to be your face made out of veggies?"

She pulled out a fork and stabbed it into the veggies that formed Gray's face, prompting Gray to cry out in horror. The ice mage watched with his jaw dropped as Erza chewed on the piece.

"Well?" Ben asked.

"Mmm…it's good." Titania replied. "I could eat the whole thing."

"Hey, save some for us." The Omnitrix hero whined.

With that said, Gray calmed down, and conceded, "I guess I should try it too."

Juvia, meanwhile, was watching the scene with tears swelling up as a vision of Gray proposing to her entered her mind.

Ten minutes later, it was lunchtime and most of the Fairy Tail mages left to get lunch at the many restaurants in Magnolia. Only a handful of wizards, including the Ultimate Team, remained at the Guild Hall work site. Erza had insisted they work a little longer before they got something to eat after that lunch box. Currently, Ben, who was changed into Armodrillo, was digging a hole for a new infrastructure post. Erza was standing by surveying his work whilst Natsu and Gray were holding said post, one on either side.

Armodrillo pulled his right arm out of the hole, certain that it was deep enough for the post. "Okay. It's ready." He gave Erza a thumbs-up.

The redhead smiled and nodded. "Thank you, Ben." She turned her gaze to the fire and ice mage. "Natsu, Gray, get the post in the hole."

The pink haired wizard put his end inside the hole, pushing it deeper into the earth. Gray was having difficulty on his end though. The deeper Natsu pushed the timber in, the higher his end got in the air. Soon it was far out of Gray's reach. However, the ice-make mage smirked when he came up with an idea.

"**Ice Make: Lift!" **Gray chanted.

After a small outburst of frosty air, a crank lift used to lift cars to replacing tires appeared, only it was made of solid ice. He pulled the lever a few times; making the left extend higher and higher until finally the post fell into place. Erza slid over a bucket of concrete and poured it in the hole while Ben held it straight.

"Good thinking, Gray." Armodrillo commended.

Natsu huffed, crossing his arms in an indignant manner. "Pft, whatever."

"Hey guys!" a cheery feminine voice called. "We're back!"

The group turned around to see Levy, Droy, and Jet. The trio had made a smooth recovery and their casts had been removed, though they still had some bandages on their arms and legs. Nevertheless, they didn't appear to be in pain anymore.

The Ultimate Team, Mirajane, Elfman, Macao and Wakaba came to greet Levy's team. After their major injuries had healed up, the trio had set out on a mission. Though the master was wary, they had convinced him that they were able enough to go.

"Levy, you're back!" Lucy said happily.

Armodrillo slapped the Omnitrix dial and reverted back to Ben. "Hey guys, how'd your mission go?"

Levy smiled brightly. "It went great!"

"Yeah, those giant plant monsters were no match for us." Droy boasted confidently.

The blue haired girl smirked. "By 'giant' do you mean little five-foot-tall rose plants that's only power were to cut people with thorns."

Droy and Jet both shrunk.

"It…it…it was still scary!" Jet inserted. "I got cut quite a bit."

"Yeah, there had to be at least a thousand of them!" Droy added desperately.

Levy sighed. "There were only like twenty of them, guys."

Droy and Jet moaned in defeat. Ben and the others simply laughed in amusement, even Erza giggled a little.

"Ooh…killer little roses!" Natsu mocked. "How scary."

"Why would someone put out a job request for something like that?" Gray asked.

"Believe it or not, those little suckers were tougher than they sound." Levy replied. The smart wizard then switched topics. "Anyways, we got a decent reward out of it, but we also got this."

Levy held up her bag and pulled out a trinket. It was in the form of a five inch long, golden trident with pointed ends. Etched into the trident were different types of silver runes. The relic was attached to a golden chain, meant to go around a person's neck. The wizards and superhero looked at the knickknack curiously.

Lucy came forward to inspect it closely. "What is it, Levy?"

Surprisingly, the blue haired mage shrugged, and admitted, "I don't know. I figured it was just some kind of trinket. But those symbols on the ornament resemble ancient magical runes I saw in a book once. I was hoping the master would know what it could be."

"The master is not here at the moment." Erza informed. "He left for his home to fill out some paperwork for the Magic Council."

"Okay, no biggie." Levy responded. "I'll just take it to storage for the time being until he gets back."

She made her way to the basement door with Droy and Jet behind her. However, as she passed by Ben, nobody noticed a small electric bolt discharge from the trinket and onto Ben's left wrist. Suddenly, tiny amounts of emerald electricity coursed around the Omnitrix. The sounds of fizzing and sparking caught Ben's attention as he pulled up his sleeve to see his watch acting strangely.

The brunette lifted a brow in confusion. _'Huh? What's going on with this thing?' _

Ben was interrupted from his musings when his stomach grumbled loudly. His stomach wasn't the only one that was running on empty, splitting the lunch box amongst the group hadn't left much for any of them. The rest of his team's stomachs began to growl as well.

"Ugh…Erza, can we go to lunch now?" Natsu whined. "I'm starving."

"Me too," Gray agreed. "I think we've done enough this afternoon, and I can't work on an empty stomach."

The redhead sighed, and conceded, "Very well; besides, I am very hungry as well."

"Aye," Happy moaned. "I need fish in my belly right now!"

"Always going on about fish," Lucy muttered.

The wizards and superhero were getting ready to leave; however, a section of stone wall in front of them exploded in a conflagration. Ben and the mages were forced to shield their faces from the flying bits of debris. They looked into the dust cloud and saw the body outlines of three individuals.

When the smoke cleared, standing in the hole of the ruined wall were three rough-looking men. The man in the center was about average height, around five foot nine. He wore a bright red coat with orange trim, black pants, and black leather boots. His hair was ash black and the bangs on his temples were tipped with red, though most of his hair was covered by the ebony tricorne hat on his head. His face was narrow and rather pointy looking. His eyes were almost glowing red, with an unscrupulous look in them.

The man to the right was tall, around six foot three, and his upper body was well-toned and buff. He wore a white shirt, a brown leather vest, brown jeans with pouches on his knees, and a pair of sandals. Like his attire, his hair and eye color was brown only a darker shade. His face was rectangular and his chin was broad.

The third man was the biggest of the trio. He stood at a towering six foot eight, and his body was just bulging with huge muscles. He wore a pair of blue shorts that reached his knees, a green collared shirt, and no shoes. His hair was all buzzed off, but it could be seen that his hair color was blonde. His face was well-rounded and his lips were bigger than the average size a normal person's lips should be. His eye color was a deep aqua blue, and held an amused yet stupid hint in them.

The Fairy Tail wizards all looked at the unknown trio with confusion and anger, the latter coming mostly from Erza and Natsu. Levy, Droy, and Jet just exited from the cellar just in time to see the present mages starring down three unknown men. But from the looks their guildmates were shooting them, they already knew they were bad.

Ben, though he was peeved at these guys for barging in and wrecking their work, was bemused at the sight of these men. Non-magic folk wouldn't even consider attacking a Guild, especially one as powerful as Fairy Tail. And these guys had a rather smug, superior expression on their faces. This made Ben wonder.

Erza growled in ire, a sword appearing in her hand as she stretched it out in the direction of the uninvited guests. "How dare you attack our Guild! Who are you three scoundrels!?"

The man in the center smirked. "Pardon the intrusion, but your Guild has something we desire. But I'll get to that later." The black haired man grinned, showing off his pearly white teeth. "I am Joe Magtartus, master of the Rabid Weasels."

"HUH?" every present person in Fairy Tail said in unison.

Magtartus ignored them, and continued with introductions and gestured to the brown haired man to his left. "This here is Gordon Seismo." He then gestured to the big, shaved man. "And this is Henry."

There was an awkward pause after Henry's introduction.

"Henry what?" Wakaba asked.

"It's just Henry." Magtartus replied dryly.

"Rabid Weasels?" Ben repeated, scratching his head. "What kind of dumb name is that?"

Natsu gritted his teeth in anger as he ignited his fists with fire and charged forward. "I don't care what your names are or what stupid Dark Guild you're a part of! I'm gonna blow you three away!"

The Dragon Slayer leaped at the three, his fist cocked back. **"Fire Dragon Iron Fist!" **

But before Natsu's punch met Magtartus's, the onyx haired man held out his hand. Without warning, an orange magical circle appeared in front of him. Shockingly, a fist comprised of lava and hot, burning rocks shot out from the seal and punched Natsu in the gut. The blow sent the Dragon Slayer careening back until he smashed into another unfinished wall.

"NATSU!" Mirajane cried.

"What the heck was that?" Cana yelled, stunned like everyone else.

"He…he just shot lava at Natsu." Lucy stuttered fearfully.

"I know what that is. It's an ancient magic, called Lava Magic." Levy explained with her eyes wide in surprise.

Gordon attacked next by slamming his foot forward, creating a shockwave in the earth that threw a few wizards into the air before falling back to the ground hard.

"Earth Magic?!" Erza said, surprised.

Suddenly, Henry increased his already impressive size to over twenty feet. He picked up a piece of large stone debris and hurled it toward Levy's team. Levy, Droy, and Jet were quick to jump out of the way as the rock smashed the ground where they were previously standing.

"Titan Magic," Gray deduced with wide eyes.

"I'm sorry," Joe sneered at Natsu, who was picking himself out from the wall rubble. "You were gonna do what to us, little Salamander?"

Ben fixed a strong, infuriated glare at the man known as Joe Magtartus and his two companions. If this guy and his lackeys think they can just waltz in, bash up the place, and hurt his friends then they were in for a serious ass kicking.

"Listen up!" Magtartus yelled. "We have come for the Empowerment Charm! Surrender it to us and we shall leave peacefully."

The Fairy Tail wizards were all confused to what Joe was referring to.

"A what charm?" Wakaba said.

"Huh? What's he blabbing about?" Gray asked.

Erza glared intensely at the trio. "We have no idea what you're talking about!"

"Don't play dumb! I know it's here! I can feel its power close by!" he roared, the air around him became hazy as magical energy flared off his body. "Hand it over or we'll tear what's left of this place apart!"

"I don't know what the heck you're talking about, but you just made a big mistake. Nobody messes with my friends and gets away with it." Ben activated the Omnitrix and selected an alien. "It's Hero Time!"

He slapped down the dial; however, instead of the usual green light consuming his body, nothing happened. Ben's eyes went wide from shock. He looked down at the Omnitrix; it was not responding. The other wizards stared at Ben flabbergasted. Usually when Ben slammed down that dial he turned into an alien, but right now, nothing was happening.

"What the heck?" the brunette remarked, trying to slap down the core again.

All of a sudden, the Omnitrix activated, but instead of turning Ben into an alien, his whole body was bathed in green light and electricity. Ben collapsed to his knees, letting out an agonizing yell. The energy coursing over his body felt like he was taking a shower in battery acid.

"BEN!" all the Fairy Tail mages shouted.

Before anyone could aid the jacket-wearing teen, a green bolt of lightning fired out from Ben's body and was on a direct course for Mirajane, who only stood petrified in terror.

"Mirajane!" Elfman yelled, jumping in front of the bolt and getting struck instead.

"Elfman!" Mira cried.

Suddenly, as Elfman fell to the ground, his body began to take drastic changes. His muscles bulged out and became bigger and bulkier than before, especially his upper body. Two more well-muscled arms broke out from his jacket underneath his upper arms. The most radical change, however, was his skin, which had turned red and become tougher.

Elfman groaned heavily as he steadily arose from the floor. Mirajane gasped while the other wizards stared in shock at the sight of Elfman. He was a giant, four-armed monster with red skin and four yellow eyes. The only similar trait to his human form he still had was his white spikey hair.

Happy was hovering in the air above Natsu, who had just pulled himself out from the debris of the destroyed wall. The duo's attention was immediately caught by Ben's painful yells and the green light covering his body.

"BEN!" Natsu shouted in panic.

The Dragon Slayer ran toward him frantically while Happy flew ahead. However, before they could get close, the duo was struck by green electricity firing from Ben's body. The pink haired wizard and blue cat fell to the ground, grunting as their bodies changed shape.

Natsu transformed into a hulking, broad-shouldered being with natural pink rounded armor on the back of his arms, shoulders, back, and the side of his legs. The skin in-between the plates was black while the rest of his body was white. A single black line stretched from his forehead and stopped between his gray eyes. The only thing to identify him as Natsu was the white, scaly scarf wrapped around his thick neck.

Happy's body took a drastic change as his height increased to nine feet, his tail disappeared, and his upper body became big and very muscular. Black tiger-like stripes appeared over his blue fur, his belly fur remained white, and his eyebrows became longer, pointer, and blacker. Long, black claws sprouted out from the top of his hands as well. The green knapsack on his back had also increased in size to be proportional with his bigger body.

Fairy Tail and even the three wizards of Rabid Weasels were shocked and stupefied by this scene.

"Master," Henry leaned down and whispered frighteningly, "What's going on?"

Before Magtartus could respond, he, Gordon, and Henry cried out as they were blasted by green electricity too. More emerald energy shot out from Ben's body and struck Gray and Lucy next, who were unfortunately in the wrong place at the wrong time.

Gray's height grew to six feet while his skin turned into a green exoskeleton. His body took the form of a grasshopper-praying mantis hybrid. He still had his clothes only the thorax behind him was covered in the same black material as his pants. The only attributes to his human form were his blue eyes and black hair.

Lucy shrunk into a short, chubby creature with green splotchy skin. She had six odd growths on the back of her head, but they were hidden by her long blonde hair. She had a small tail and black whisker-like marks on her face. The transformed Celestial mage still adorned her white and blue sleeveless shirt, blue skirt, her whip, and key ring.

Magtartus's body was suddenly covered in gray form-fitting body armor; however, it was slightly bulky and oven-like. The armor on his shoulders, forearms, legs, and head and the huge, circular lock on his torso were all dark green. His head was fully concealed by head armor, but orange light illuminated out from the three slits in front. On top of his helmet was his black tricorne hat.

Gordon changed into a broad, yellow-armored being that stood ten-foot-tall and strongly resembled a cross between a robot and an armadillo. His yellow head armor was shaped like a Greek Corinthian helmet with two long gray ears. He also has a gray tail and jackhammer-like parts on his elbows, wrists, and hands. Brown hair poked out from the slots for his eyes on his armored head.

Henry's body increased to over thirty-feet-tall, his muscles became bigger and broader especially his upper body, and Stegosaur-like spikes extended from his back. His skin turned into a brown, reptilian hide while his underbelly was beige. The only trait from his human form was his clothes, which had grown with him.

The very last transformation was Ben, who had transformed into a yellow, fat blob-like alien wearing only a pair of green underwear with white stripes on it. He has elephant-like feet with three toes and bear-like hands with three claws. On his forearms and head were yellow wart-like bumps. The Omnitrix dial was positioned on his bellybutton while the Fairy Tail emblem was marked in black on his left shoulder.

After his transformation, the Omnitrix had ceased firing green electricity. Ben fell to his knees and panted heavily. The agony he'd felt from before had quickly vanished, and it was an immense relief for him. However, after a moment, he began to take notice of his new form.

He moaned in disappointment and slight disgust. "Aw man! This guy is **The Worst **form I've ever seen."

Erza and the other non-transformed Fairy Tail mages started in shock and bafflement at this spectacle. Their eyes were wide and their jaws had dropped. Their friends and the three Dark Guild mages had just been turned into what appeared to be versions of Ben's aliens. But how could this be?

Magtartus groaned. That blast had stung a bit, but it was nothing he couldn't handle. However, the lava wizard did feel different. For some odd reason, Joe felt heavier and…more powerful. Finally, he took notice of the strange armor adorning his body.

'_Curious. Where did this armor come from? And why do I feel stronger?' _Joe pondered.

The lava mage looked over to his lackeys and, needless to say, he was dumbfounded by their drastic changes in appearance.

Magtartus immediately turned his glare toward the short, fat yellow creature lying on the ground in front of them. He realized that the green ray was responsible for their current forms, and that it had fired from this creature.

"What did you do to us?" He demanded. "You've turned us into freaks!"

Natsu staggered toward the group; although, his now round and bulky body made it harder to walk. "Seems like an improvement if you ask me," the Dragon Slayer retorted.

Magtartus clenched his fist, and without hesitation, he held out his arm and fired a bright orange beam from his armored hand.

"NATSU!" Erza shouted as she rammed into Natsu's big body and pushed him to the ground in time to avoid the beam. Magtartus's ray struck another unfinished section of wall, instantly melting it to magma.

"HEY! Stop wrecking our Guild Hall!" Macao yelled.

"Yeah, we haven't even finished it yet!" Wakaba added.

Magtartus did not respond, he brought up his hands to his face and appeared to be studying them keenly. He had only meant to fire a low-powered shot; however, his attack had melted an entire stone wall! The Rabid Weasel master couldn't do that while holding back before. Whatever had happened to him had definitely increased his powers.

All of a sudden, a light-bulb came on in Magtartus's head as he came to a realization. He addressed his men. "Gordon, Henry…I'm not sure what has happened to us but whatever it is, it has increased our magical abilities."

The now dinosaur-like creature and yellow-armored armadillo looked at Magtartus.

"I feel it too, Master. So…do we still want the Empowerment thingy?" Gordon inquired in a deep voice.

Magtartus didn't have to think very long to answer. "Of course! Just think, my boys…if we use the Empowerment Charm on our already enhanced bodies…nothing will stop us, not even the Magic Council." Though his face was hidden by his grill, anyone could tell that he was grinning evilly.

Gordon and Henry both sneered as well. The three transformed Dark Guild wizards took fighting stances.

Gray examined his new body with wide eyes and a gaping mouth. "What the hell?! What am I?"

"AAWWWW!" Lucy shrieked, prompting a few mages to cover their ears in pain. The former beauty looked at her short, chubby green body in utter trepidation and disgust. "WHAT HAPPENED TO ME? WHY AM I SO UGLY AND GREEN AND SHORT! OH NO…IT'S THE CHANGELING THING ALL OVER AGAIN…ONLY THIS TIME IT'S A LOT WORSE!"

Ben glanced over at Lucy, and countered, "YOU?! How do you think I feel!" He slapped the Omnitrix again and again, but was met with negative results. "What's up with this thing? Oh man…this is the worst malfunction ever."

"Listen up, Fairy Tail!" Joe roared. "This is your last warning! Hand over the Empowerment Charm now!"

Erza pointed her sword at Magtartus, her eyes blazing with fury. "We have no idea what this Empowerment Charm is!"

"You continue to lie? So be it," Joe glowered. "Men…take them down."

The three split up and charged in separate directions. Gordon headed toward Natsu, Henry ran to Elfman and Happy, and Joe took on Erza and Gray. Ben realized that in his current form, he was completely useless and a liability. With his short stubby legs, he dashed away from the imminent fighting.

But after running ten yards, he stopped and took a breather. He was pretty winded after a short distance. His fat body made it hard to run or do anything. "Crap! This…form…is…useless!" He gasped for air in-between each pause.

Natsu groaned in frustration as he tried to get back up, but his back was just too heavy. He tried countless times trying to push himself up but to no avail. After a moment, he got smart and rolled over on his stomach and used his arms to pick himself up. When he finally got up, he spotted Gordon stopping a few meters in front of him, ready to fight.

"Hey Ben, isn't that the drill guy you used when we broke the temple on Galuna, and when you dug that hole a while ago?" Natsu asked.

"Hmm…drills?" Gordon looked at his new mechanical hands and concentrated. To his surprise, his hands shifted into spinning drills. "Oh, thanks for the tip."

Gordon punched the ground and created a seismic wave that headed toward Natsu. The eruption of earth sent the now round bodied Natsu flying back until he smashed into an infrastructure post.

Ben sweat dropped, dumbfounded. "Don't tell him what he can do!" he admonished Natsu's idiocy.

Meanwhile, Erza re-quipped into her Flame Empress armor and engaged Magtartus. She let out a cry as she reared back her sword, preparing to bring it down on her opponent. Magtartus reached out and grabbed her flaming sword with one hand! To Erza's surprise, her blade didn't even scratch his armor.

The grill on Magtartus's face glowed brightly and, before she could react, an orange beam fired out and hit Erza. She cried out in pain as she went careening back.

"Erza!" Gray shouted.

He glared at the lava mage and got in a stance, placing his right fist over his open left palm. **"Ice Make: Lance!" **

Gray fired a barrage of icy lances at Magtartus; however, the Rabid Weasel master simply held out his arms and shot a radioactive beam. The lances were melted and evaporated into steam as soon as they came in contact with his ray.

The ice wizard's eyes widened further. He then mentally slapped himself on the face. He remembered this form. It was a version of Ben's NRG form. Ben had used it to melt Lyon's ice attacks back on Galuna Island, which meant his own ice wasn't going to have any effect on this guy.

"You're no match for me, insect." Magtartus said smugly.

He fired another energy beam, but out of instinct, Gray leaped nearly thirty feet in the air to avoid the beam. The transformed ice mage landed behind Magtartus, and then jumped at him. Gray rammed the lava wizard in the back with his forehead. The attack was strong enough to make Magtartus stumble forward and fall to his knees.

Gray took a moment to look at himself again. "Whoa. I can jump really good now, can't I?"

Magtartus recovered quickly and turned to face Gray. As Gray was busy observing his new body, the lava mage shot an energy ray from his grill. Gray went flying back from the blast, knocked into semi-consciousness.

Across the construction site, Elfman and Happy were facing off against a very big Henry, who strongly resembled Ben's Humungousaur form. Elfman glared at the brown-skinned dinosaur through his four yellow eyes.

"Look here, you may be bigger than me, but that doesn't mean you're manlier than me!" Elfman shouted heatedly.

Elfman cocked back his fists; however, since he was unexperienced with his extra arms, he accidentally swung back and hit Happy instead. Happy turned to him and growled angrily.

"Hey! Let me tell yah something Elfman Strauss, real man of Fairy Tail, Happy doesn't care how many arms you've got! Happy will take you down with both hands tied behind my back, then Happy will rip off your arms and tie those behind my back too!"

Elfman sweat dropped and blinked all four eyes in confusion. "Wait, what? That made no sense."

Happy narrowed his eyes at the four-armed Elfman and yelled, "I KNOW!"

Suddenly, Happy leaped at Elfman and tackled him to the ground. With his arms held behind his back, Happy began to head-butt Elfman repeatedly with strong force, keeping true to his word.

Henry, meanwhile, watched the scene in amusement. He chuckled lowly. "Ha-ha, funny kitty."

Lucy hid behind a table turned on its side with Levy. She was too scared to fight those three wizards that appeared to be transformed into versions of Ben's Take-Overs, especially in her current condition.

"OH…I'M SO SCARED! WHAT DO I DO? I CAN'T DO ANYTHING! I'M WEAKER NOW THAN EVER!" Lucy screamed.

"Lucy, calm down!" Levy exclaimed. "You're not useless. This form must have some kind of ability that can help the others."

Lucy turned to the blue haired girl, and asked, "Like what? Other than being totally gross."

Lucy's eyes then caught sight of a pile of stone reserved for constructing the walls. She licked her lips; for some reason, she felt quite hungry right now. Instinctively, she opened her mouth and allowed a few tentacle-like tongues to extend out and wrap around a few big stones. She pulled the oversized rocks into her mouth and amazingly swallowed them whole!

Levy's jaw dropped in awe. "You…you just ate four two hundred pound stones!"

The Celestial mage slumped her shoulders and moaned. "Terrific…I can eat things bigger than me." she said sardonically.

Suddenly, Lucy felt her blobby stomach gurgle and growl. Without warning, she belched out four giant, green globs which hit the ground in front of Gordon, and ignited into powerful emerald explosions. The earth mage turned Armodrillo went flying back and landed back a few meters, smoke billowing from his armor.

The two girls starred dumbfounded. Levy was the quickest to recover as she kneeled down and patted her friend on the back with a smile. "See? You're not useless after all!"

"ARE YOU KIDDING ME?" Lucy cried, waving her short arms around indignantly. "Exploding puke! EEEWWW!"

Natsu stood up again, rubbing his aching head. He walked close to Lucy and Levy's position, and commented, "Are you kidding, Luce! That's awesome!"

Magtartus fired two beams from his facial grill at Droy and Jet, who attempted to charge at him. Behind the armor, the Rabid Weasel master smirked in satisfaction. He felt so strong and powerful, yet he had a feeling he had barely scratched the surface of what he was truly capable of.

"I don't know what you Fairy Tail wizards did to me, but I love it!" Magtartus yelled, firing an orange beam from his hand.

Suddenly, the ground between him and his opponents turned into a trench of molten lava from which no one could go near.

On the other side of the lava trench, Ben who was stuck in the form of The Worst, glanced around at the fight in concern. His friends and enemies have apparently been changed into versions of his transformations. Natsu had become Cannonbolt, Gray-Crashhopper, Happy-Rath, Elfman-Four Arms, and Lucy-Upchuck. Joe Magtartus, the apparent leader of the Rabid Weasels had been transformed into NRG, Gordon the earth wizard-Armodrillo, and Henry the titan wizard-Humungousaur.

How could this have happened? The Omnitrix has never acted this way before.

The short, yellow fat alien continued to watch his friends get beaten easily by the three, super-charged Rabid Weasel mages. Ben noticed that the aliens they had turned into matched perfectly with their specialties in magic; thus making them a lot stronger.

"This…is not good." Ben noted. "What can I do? The Omnitrix is out of commission, and I'm stuck like this!" He pulled on his flabby, yellow face for emphasis.

Suddenly, Ben felt a large hand wrap around his soft body and lift him up. Ben grunted as he fought against the strong grip, but it was pointless. He turned his gaze on Henry-turned- Humungousaur, who was smirking at him.

"Ooh! Look! A squeaky toy!" Henry squeezed Ben's body, causing the yellow alien to squeak loudly. The titan mage, who appeared to be low on the IQ scale, continued squeezing The Worst's body. "Ha-ha-ha, funny squeaky toy!"

The Worst groaned in discomfort as his body was squished tightly. "I…am…not…a…squeaky…TOY!" his body squeaked between each pause.

Magtartus turned his gaze to Henry. As soon as he spotted what was in his grasp, he smiled wickedly. He could demand all day for the Empowerment Charm and these Fairy Tail flies still wouldn't hand it over to him. But, Magtartus figured that if he held one of their own captive, then they'd have no choice but to surrender the relic.

"Henry, Gordon, disengage and stand by me!" Magtartus ordered. "And Henry, keep your grip on that thing in your hand."

The three wizard-turned-aliens ceased attacking the few Fairy Tail mages present and stood behind their master. Erza, who had just recovered from taking a radioactive beam to the abdomen, stood in front of the lava trench with her flaming sword held up. She quickly spotted Ben in the grasp of Henry.

"Release him this instant!" Erza commanded angrily, pointing her sword at Magtartus.

Magtartus rested his hands on his hips. "You are in no position to give us orders, Miss Titania." The Rabid Weasel master then spoke louder. "Now listen carefully, I want the Empowerment Charm and I know it's here! So here's how it's gonna be."

He gaze traveled to the Fairy Tail wizards who had been transformed into various creatures. He observed that they had no idea how to control their new bodies, which meant they could not engage them without losing. They were the perfect ones to bring him the object he desired.

"You five," pointing to Natsu, Gray, Lucy, Happy and Elfman, "you will bring me the charm at the old abandoned sawmill alongside the North River in the East Forest. I want it no later than midnight tonight."

"Why is it always midnight?" Natsu-Cannonbolt muttered as he scratched his head.

"Very well! Ten-o-clock then!" Magtartus exclaimed, overhearing the Dragon Slayer's comment.

"Natsu," Erza growled fiercely as her eyes glowed red, prompting him to yelp in fear.

The lava wizard continued in a threatening tone, "If you five bring anyone else with you or if you're even a second late, then your little plushy friend here becomes barbecue."

Erza had had enough as she leaped over the lava trench with her sword cocked back to its zenith. Even Natsu got in on the action as he instinctively rolled up into a pink ball and rolled forward; however, after a couple meters, he uncurled and lay on his back. His gray eyes were swirling and he looked ready to hurl at any moment.

"Seriously?!" Gray shouted incredulously. "You only rolled like two feet and you're already sick!"

Erza let out a cry as she held her sword over her head. Unfortunately, before the armor-shifting wizard could get to the trio, Magtartus's body illuminated brightly until a white flash blinded everyone. When the light disappeared, the ground shook when Erza's sword struck nothing but the earth.

The redhead's eyes immediately widened from surprise; this Joe Magtartus possessed teleportation magic as well?! She looked around and there were no signs of Magtartus, Gordon, Henry, or more importantly, Ben.

Titania glanced back at her friends-turned-aliens with a frown. The situation was not good at all.

…

**East Forest **

The North River cut through the lush woodlands of the East Forest, which were situated outside of Magnolia. Built alongside the river was an old, ragged stone mill. In the water was a wooden paddlewheel, which used to supply power to the mill; however, the wood was decayed and falling apart. Bits and pieces of the outside were cracking off, and layers of moss and various flora were growing on the outside walls.

The inside of the old sawmill was just as bad as the outside. Wooden girders across the roof were old and nearly rotten, barely managing to hold the roof up. The room was filled with rusty decommissioned saw machines, empty keg barrels, chairs, tables, and stacks of old lumber. Apparently, the mill had gone bankrupt years ago and led to its abandonment.

Suddenly, white light flashed in the building. When it disappeared, standing in the large room was Magtartus, Gordon, Henry and Ben. The latter was still being held in Henry's grip. Magtartus stepped away from his companions, taking a moment to focus on his powers. He concentrated and summoned heat into his hands, causing the armor surrounding his palms to turn bright orange.

"Incredible," Magtartus-NRG remarked, "I've never felt so powerful before."

"Master," Gordon-Armodrillo spoke up, "do you really believe it was wise to leave Fairy Tail without the charm? I mean, what if that entire Guild comes for us?"

The lava mage-turned-alien faced his subordinate. "If we had stayed longer, it would've only been a matter of time before more Fairy Tail wizards and Master Makarov showed up. We do not know our newly gained powers well enough to fight an entire magical Guild."

Gordon nodded in understanding.

"As for your second question, I do not believe they will risk harm to one of their own." Magtartus explained. "But we must remain vigilant."

Henry chuckled as he squeezed Ben some more. "Ha-ha, those Fairy Tail mages can all attack me at once and I'd still squash them all!" he boasted.

Ben smirked. "Don't be so sure of yourself, doofus. If there's one thing you don't wanna do, its underestimate Fairy Tail."

Gordon scoffed. "With our new powers, your friends have no chance against us. The five that got transformed too don't even know how to use their abilities."

"Yes," Magtartus inputted, "which is exactly why I demanded that only they could bring the charm to me. They are no threat to us."

Ben laughed. "Wow! I never knew you could tell jokes, but that one's a riot!"

Magtartus approached Henry and looked up at Ben trapped in his huge grip. "Watch your tongue, plush toy." The lava mage warned. "I could kill you with ease…right…now." His grill began to glow brightly to make his point clear. "However, I would also lose my bargaining chip with your Guild. So, for the time being, I want you out of my sight."

He looked around the room for a moment until he spotted something on the ground close by. The armored mage walked over to pick up an empty barrel and pulled off the lid.

"Henry, hand me that squishy creature." Magtartus ordered.

Murmuring quietly about not getting to play with his 'squeaky toy', the wizard-turned-Humungousaur handed Ben over to his master. Magtartus grabbed Ben by the flabby skin on his back and then stuffed him in the barrel.

"HEY!" Ben yelled.

The lava wizard then slammed the lid back on the barrel. Ben banged on the barrel walls, demanding to be let out, though his voice was muffled. Magtartus ignored his captive and sat on the barrel; it surprisingly held the weight of his new armor.

"You two guard the perimeter in case of a surprise attack." The Rabid Weasel master ordered.

"Yes master," the two wizard-turned-aliens replied.

As they walked out of the mill, Magtartus was left to contemplate. _'Soon…once I have the Empowerment Charm, nothing will stand in my way from gaining everything I desire.' _He thought.

…

Back at the unfinished Fairy Tail Guild Hall, most of the present mages were beginning to panic. Why shouldn't they? Three wizards of an unknown Dark Guild had been turned into versions of Ben's aliens, making them very strong. In addition, they'd kidnapped Ben and threatened to kill him if they don't get something called the Empowerment Charm.

"Oh no, this is bad!" Levy panicked.

"Bad? BAD?!" Natsu shouted indignantly. "This is horrible!"

"We've been turned into these…these…THINGS!" Gray added.

"And the worst part is they've got Ben." Lucy said.

Hiding behind an incomplete wall, Juvia placed her hands over her mouth in horror and misery. "Oh no! My handsome prince has been cursed! Oh, how cruel this world is." She cried, a river of tears falling from her eyes.

Meanwhile, Elfman got up from the ground, where he and Happy had previously fought. He was rubbing his sore head and then fixated a scowl at a certain blue cat-turned-alien. "Real men fight with their fists, you cat! They don't slam their heads into their opponent's head repeatedly!"

Happy looked back at Elfman-Four Arms, and yelled, "Let me tell yah something, Elfman Strauss, real man of Fairy Tail, Happy is not a man! I'm the cat that's all that! I'm…the HAPPY ATTACK!"

Macao and Wakaba glanced back and cocked a brow. "Happy Attack?" the latter repeated. "That's lame."

"Aye," Macao agreed before slapping his forehead. "Great…now I'm starting to talk like Happy."

Natsu clenched his big fists in ire. "I'm gonna make those Rabid guys pay for what they did! They think they can just thrash our Guild Hall and steal our friend and get away with it?!"

"And what would you do about it? Roll up it in a pink ball?" Gray mocked sardonically. "Ooh, how scary."

The pink version of Cannonbolt glared back at the grasshopper-praying mantis hybrid that was Gray. "Scarier than a grasshopper with black hair, who happens to be in his underwear!" he retorted.

Gray immediately freaked out when he realized his pants were gone. Before the two could argue further, another timber post slammed into their heads, courtesy of Erza. The blow knocked Gray to the ground whilst the post merely broke against Natsu's armored head, though it did hurt him a bit.

"ENOUGH!" she yelled, her eyes blazing with fury. "We don't have time for this, you two." Erza let go of the lumber and swiftly re-quipped into her Heart Kreuz armor and got everyone's attention.

"Everyone, calm down," Erza commanded loudly, "panicking is not going to solve anything!"

Happy growled and approached Erza, pointing a finger at her. "Let me tell yah something, Erza Scarlet, strongest woman in Fairy Tail, nobody tells Happy what to do! Happy will tear all your armors apart and crush 'em into a tin can. Then tear that tin can apart and crush it… into a smaller tin can!"

Everyone in Fairy Tail sweat dropped at Happy's bold statement. Erza starred at the blue tiger-like cat in disbelief. No one had ever dared talk to her like that. She was surprised that Happy was the first one.

"What did you say?" Erza growled, her anger steadily rising.

"What's going on here?" an elderly voice asked.

The Guild turned to see Master Makarov standing at the unfinished entrance of the building. He was wearing a white shirt, orange pants and jacket, and an orange/blue stripped jester-like hat. He glanced around at the damage done from the fight between the Rabid Weasels and Fairy Tail, frowning.

The dwarf-sized master then noticed that Natsu, Gray, Elfman, Happy and Lucy had…new looks. Talk about déjà vu, except instead of switching bodies, this time, their own bodies had been transformed.

"Master," the Fairy Tail mages yelled together as they ran toward Makarov, the wizard-turned-aliens at the head of the pack.

"Hmm…" he looked at the five transformed wizards, and quipped, "I can see you kids aren't feeling like yourselves…again."

"Ha-ha," Gray crossed his arms over his chest, unamused.

Makarov's expression then became serious. "What happened here?" He asked evenly.

Erza explained chronologically how the Guild was suddenly attacked by the Rabid Weasels, Ben's Omnitrix going haywire and turning mages on both sides into versions of his transformations, and finally Ben getting kidnapped and held for ransom. She also mentioned the object they were after, the Empowerment Charm, and stating that if they didn't get it by ten tonight they would kill Ben.

Makarov's eyes widened at the mention of the Empowerment Charm. He hummed attentively, and responded, "The Empowerment Charm…yes…I feel its power nearby."

"Huh?" everyone remarked simultaneously.

"You mean that Empowerment thing-a-ma-jig is actually here?" Gray inquired.

"Wait a minute," Levy said as she held her chin in contemplation. "I wonder."

Before anyone could question her, the lithe girl dashed toward the cellar door. A minute later, she came back with the same golden trident trinket from earlier.

"When we finished our mission, we receive this along with our reward. I thought it was just a trinket, but…"

"That is no trinket." Makarov interrupted, extending his hand to hold it. Levy placed the object in his hand, allowing him to scrutinize it keenly. "This is it alright. The runes engraved on here are from an ancient language, they stand for words along the lines of 'growth' or 'increase' or…"

"Empowerment," Levy finished.

Makarov nodded. "Yes,"

"What? What do you mean?" Natsu asked, confused. "What is this thing, and why did those three creeps want it so badly?"

"The Empowerment Charm is true to its name. It increases the magical abilities of any wizard who wields it tenfold." He answered.

The group's eyes widened exponentially. Now they understood why the Rabid Weasels wanted that charm so much. Any magical relic with power at that caliber would definitely be on the list of items to acquire for low-lives.

"But I don't understand. Their powers were already increased when they got transformed like us." Lucy said. "Why would they still want the Empowerment Charm, even though they're stronger?"

Erza glowered. "They're like any other Dark Guild. They seek power so they can use it for their own personal gain and to harm others."

"Which is why the Empowerment Charm cannot fall into their hands," Makarov said.

"What about Ben?" Lucy asked, worriedly.

Erza turned to them, a determined look on her face. "We will rescue him and take down the Rabid Weasels."

"How? It's kinda hard since we're stuck in these forms!" Gray pointed out.

"Not necessarily," Levy gained their attention. "Maybe you can use your newfound powers to your advantage. Like the Rabid Weasels did earlier."

Erza nodded in agreement, and then turned to face the transformed wizards. "If we're going to save Ben, then you five must learn how to use your new abilities."

The five looked at each other for a moment and grinned mischievously, except for Lucy. As soon as she saw the other's facial expressions, her eyes widened.

"Oh no," she mumbled.

Natsu pumped his fist in the air. "ALRIGHT IT'S TIME TO START TRAINING!"

"Aye sir," Happy agreed.

The Dragon Slayer-turned-Cannonbolt honed his sights in on an unfinished stone wall. He smirked as he ignited his left fist with fire. He crouched low and jumped. **"Fire Dragon Iron…" **

He couldn't complete his proclamation due to falling straight back into the ground. In response, almost everyone laughed at the fire mage.

"What was that supposed to be?" Macao cackled from the bar.

"Did he mean to do that?" Wakaba wondered.

Gray smiled while shaking his head. "Natsu, you idiot, you're too heavy to jump high." His smile then turned smug. "As for me…"

Suddenly, Gray-Crashhopper crouched low before leaping high into the air, nearly fifty feet. As he descended, he aimed right for the incomplete wall that Natsu had been targeting. Before he hit stone, he put his right fist on top of his open left palm.

"**Ice Make: Shield!" **Gray chanted.

An icy, crystalline shield appeared out of his magical seal. The ice mage used it as a battering ram to hit the wall, promptly smashing it to pieces.

Makarov paled whilst his jaw nearly dropped to the floor. "WHAT ARE YOU DOING?! YOU CAN'T TRAIN HERE!" he screeched, waving his arms around.

Macao sighed. "I should have known they couldn't wait till the Guild Hall was rebuilt before they started destroying it again."

Fairy Tail's master was ignored as the transformed wizards continued bashing the uncompleted Guild Hall. Natsu got up and quickly spotted a stack of lumber across the site. The pink colored Cannonbolt held up his large hands to his face, taking a moment to think. He quickly remembered that this was the form that Ben had used to defeat him in their fight a month ago.

He recalled that this Cannonbolt form could roll up into a near-invulnerable wrecking ball, which could crush almost anything in its path.

Natsu grinned brightly when an idea came to mind. He rolled up into a pink ball again and shot forward. After twenty yards though, Salamander uncurled into his bipedal mode. His eyes were swirling as his motion sickness had returned. However, Natsu amazingly shook it off and regained his bearings quickly.

'_That's odd. I went much further than the first time, and I don't feel as nauseous as before.' _Natsu thought.

Shaking off his motion sickness, Natsu curled back up into his ball form and accelerated forward. This time though, he did not get as queasy as the last two times. He was okay enough to continue on. A few mages in Natsu's path cried out as they jumped to the side to avoid the giant pink ball.

When Natsu came close to the lumber stack, he yelled, **"Fire Dragon Cannonball!" **

Without warning, Natsu-Cannonbolt's ball form was covered in flames. The stack of timber exploded, instantly reduced to ash and burning wood as the pink flaming ball crashed into it.

"Whoa," Cana remarked. She was surprised enough to set her beer mug down. "He can set his ball form on fire?"

"And it seems Natsu isn't motion sick anymore." Mirajane noted cheerfully.

"He's a flaming cannonball!" Macao, Wakaba, Jet and Droy shouted at once.

Natsu continued to roll around in his ball form, thrilled that he was finally cured of his motion sickness. Gray kept jumping from a infrastructure post, to an unfinished wall, and the ground and back. He had to admit, though he looked like some kind of bug abomination, he certainly enjoyed jumping like this.

A robust, four-armed Elfman and a brawny Happy took a stance against one another, both smirking smugly. "I'm gonna show how yah how a real man fights, cat!" Elfman exclaimed, popping all four knuckles.

Happy pointed at Elfman, and stated, "Let me tell yah something, Elfman Strauss, real man of Fairy Tail, Happy doesn't need to know how a real man fights! Cause Happy fights better than any real man anyway!"

With their boasts out of the way, the duo charged at one another. Happy ran on all fours like an actual tiger before standing up and leaping at his opponent. Elfman reared back both of his right fists while Happy cocked back his own. When the two met, a small shockwave was created as the two powerhouses crashed into each other.

Meanwhile, Lucy and the normal wizards stood by and watched in awe and shock as the four mages exercised their new power. Erza, however, only observed them with her arms crossed over her armored chest and a neutral frown on her face.

"Whoa," Levy sweat dropped, "they sure are getting into it."

She flinched when Natsu, in his flaming ball form, and Gray, with an ice shield in front of him as he jumped, collided with one another. Both went flying backwards from the impact.

"As they should be," Erza asserted. "If we're going to rescue Ben, they must learn how to use their new bodies."

Lucy and Levy both looked at the redhead in confusion. "Wait, 'we'?" The latter implied. "You're going with them?"

Erza looked at the blue haired girl, and replied, "Of course. I'm not sitting by while my teammate is being held captive and is in danger."

"But Erza, didn't yah hear what that Magtartus guy said? If Natsu, Gray, Happy, Elfman and I bring anyone else with us, he'll kill Ben." Lucy said.

The Queen of the Fairies huffed lightly as she replied, "Don't worry. I have a plan; besides, I have to go with you. Ben would come to mine or any of our aid if we needed it."

Lucy and Levy both nodded in agreement, though they couldn't help but wonder what Erza had planned.

…

The day had gone by and nighttime had already arrived. The stars were twinkling while a waxing gibbous moon glowed brightly in the dark sky. Erza was leading the five transformed wizards along a worn trail in the East Forest that lead to the old, abandoned sawmill. They were still ten minutes away from their destination.

The group had spent all day training and learning how to control their new bodies. The work paid off as they had all finally learned how to wield their powers to a formidable extent around late evening. However, the incomplete Guild Hall suffered setbacks from the group's learning session.

Lucy was lagging at the back of the group. Her short, stubby legs made it hard to keep up. "Aww…this bites. I hate being like this." She moaned gloomily.

"Don't sweat over it Lucy. Once we save Ben and take down these Weasel jerks, we'll be back to normal in no time." Gray assured.

"How do yah figure?" Natsu asked, unconvinced.

Gray glanced back. "What do you mean? Ben's watch changed us into these things. I'm sure he can change us back."

"Then why didn't he do it when the Rabid Weasels were attacking the Guild Hall?" Elfman pointed out. "I didn't see much, since I was being head-butted by someone." He shot Happy a glare. "But I could tell that he was having some kind of trouble with his watch."

"Meaning?" Gray asked.

"Meaning that he probably doesn't know how to fix this," Elfman answered grimly.

"What? NO! I can't…uh…we can't be stuck like this!" Lucy exclaimed.

"Let me tell yah something, Lucy Heartfilia, Happy loves being strong, mean, and powerful! Happy doesn't want to go back to being small and weak." Happy yelled, flexing his arms for emphasis.

"Enough!" Erza ordered, silencing the team. "None of that matters right now. We'll cross that bridge when we get to it, but right now our friend is in trouble and we must rescue him."

They looked at each other and nodded. As they continued down the path, Natsu asked, "Hey Erza, what is this plan of yours anyway?"

Before she could answer, the trail led the group to a thick patch of bushes. She gave them a hand signal, telling them to be quiet. Erza peeked through the foliage and spotted the old sawmill five hundred yards ahead through the forest.

She turned back, and whispered, "The sawmill is just up ahead. Lucy," she looked down at the small, green-skinned creature that was Lucy. "I need you to summon Virgo."

Lucy looked at Erza curiously. "Why?"

The redhead just narrowed her eyes, and lightly growled, "Just do it."

"Aye," Lucy squealed fearfully. She pulled off one of her golden keys from her key ring and held it out. **"Open, Gate of the Maiden: Virgo!" **

With the sound of a bell, a curvaceous pink haired maid with shackles on her wrists emerged from the ground. Virgo glanced down at Lucy and bowed; amazingly, she seemed unaffected by Lucy's transformation.

"You summoned me, princess? What can I do for you?" Virgo asked.

Everyone paused for a moment, confused as to why Virgo was acting as if nothing was wrong.

"Wait a second; you're not the slightest bit shocked that Lucy and the rest of us look like this?" Gray inquired incredulously.

Virgo glanced at Gray, and replied, "It crossed my mind, but it is not my place to question how my master wishes to look like."

"I didn't wish to look like this!" Lucy hissed angrily.

"Virgo," Erza approached her, "Natsu once told me that he was pulled into the Spirit World when you were summoned somewhere else, is that correct?"

Virgo nodded. "Yes, by holding on to me he too passed through the gate."

Titania smiled. "Perfect."

…

Inside the sawmill, Magtartus was pacing side-to-side impatiently, muttering words too low to be heard by the others. In the last few hours, Magtartus had called upon the rest of the Guild in case of a possible attack. Nearly two dozen Dark Guild mages were in the building. Some were sitting on old barrels and stacks of lumber while others fought hand-to-hand for fun.

One of the wizards timidly approached his armored master, and asked, "Master, pardon me but…shouldn't the Fairy Tail wizards have been here by now?"

Magtartus ceased his pacing and turned to him. The mage took a step tentative step back. The glowing grill on Joe's helmet was kind of frightening.

"Patience, they're coming. I can feel the Empowerment Charm growing ever closer." Magtartus responded, clenching his right fist.

Right on cue, the main doors to the building opened. Henry and Gordon walked in with Natsu, Gray, Elfman, Happy and Lucy in-between them. The five mages looked over the old building and many wizards who were obviously Rabid Weasel members. Needless to say, the team wasn't impressed.

"They're here, master." Gordon said.

"This is your Guild Hall?" Natsu asked, unimpressed.

"We don't have a permanent headquarters. We're a nomadic group." Magtartus said. He stepped forward and paused as he scanned for the object he desired. "The Empowerment Charm, where is it?"

Lucy reached for her skirt pocket and pulled out a golden trident with silver runes engraved on it, connected to a golden chain. "Here. We kept our end of the bargain. Now let Ben go."

Magtartus glanced back at his followers. "Hey, throw that barrel over to me!"

A wizard picked up a wooden keg barrel and tossed it at his master. The Rabid Weasel master caught the barrel with both hands and sat it down. He ripped off the lid and pulled out Ben, who was still trapped as The Worst.

Ben groaned as he rubbed his head. "Hey man! I was taking a nap!" When his blurry vision refocused, he saw his transformed friends standing before him. "Guys?"

"Here he is. Now, give me the Empowerment Charm and I shall relinquish this plush toy to you." Magtartus stated.

Lucy walked forward, holding the golden trinket in her hand. As the transformed Celestial mage grew closer, Ben noticed the Omnitrix began to throw out sparks once again.

"Wait! Don't give that…whatever it is to him!" Ben protested.

"Quiet you," Magtartus seethed, tightening his grip on Ben's flabby skin.

Lucy stopped in her tracks, and smirked. "Jinx!" She quickly pulled out a key and yelled, **"Open, Gate of the Maiden: Virgo!" **

After the sound of a bell dinging, Virgo appeared out of thin air along with Erza, who was holding onto Virgo's shoulder. The redhead exhaled sharply as she breathed in much needed air. "That was…uncomfortable." Erza noted.

Magtartus took a few steps back in shock. "What just happened?"

"Re-Quip!" Erza shouted. All of a sudden, her body was shrouded in golden light as her armor disappeared. When the flash died away, Erza was attired in her Heaven's Wheel armor. Without warning, she reared back the sword in her hand and threw it. It struck Magtartus's arm, though it didn't pierce his armor, it did make him drop Ben.

"Attack!" the redhead commanded.

"OH YEAH!" Natsu roared, holding up his arms in a 'power up' fashion. "I'm all fired up!"

Natsu rolled into a pink ball and ignited flames all over his body. He shot forward like a bullet, and yelled, **"Fire Dragon Cannonball!" **

Gordon was too slow to react as the flaming pink ball slammed into him. The non-transformed dark mages ran out of the path of Natsu, crying out in surprise.

"Hey! Let me tell yah something, Natsu Dragneel, Son of Igneel, you better save some of the beat-down for Happy!" the blue, humanoid tiger-like cat charged after him. He managed to knock out a few Rabid Weasels while running to him.

Meanwhile, Gray and Elfman engaged Henry. Gray jumped high in the air and rammed his thick skull into the Humungousaur-like mage, making him cry out and stagger back. Elfman jumped up next and delivered two wicked right hooks, at the same time! The blow sent Henry flying back and crashing into the floor a few meters away.

"Oh yeah! Payback time!" Elfman proclaimed.

Erza and Lucy took a stance in front of Magtartus, who appeared to be radiating more heat. No doubt from the rage he was feeling.

"You tricked me!" he yelled.

"Lucy, it's up to us to stop this man." Erza stated, shocking Lucy.

"UH? Us? Fight him?" She exclaimed worriedly.

"It's a shame I'll have to burn that precious face of yours, Titania. On the other hand, I have no problem destroying that small, hideous creature standing by you." Magtartus remarked.

After that comment, Lucy glowered at him in indignation. "Okay, I'm in! This punk is going down hard!" she said determinedly.

As the fight waged on, Ben ran out of the way and took cover behind a few barrels. He peeked his head out from the side to survey the battle. Needless to say, Ben was impressed with how well his friends had adjusted to their new powers. They seemed to have mastered, or at least come close to that level, them already.

Ben tapped the Omnitrix dial again, but it did not respond. "Oh c'mon! I gotta help them! Why won't this stupid thing work?" He sighed. "Man, I could really use Azmuth's help right now."

Happy sprouted a pair of white, angel-like wings from his back and soared at Gordon. The earth mage was taken by surprise when Happy delivered a powerful right hook into his face. He slid back from the punch, but managed to stay upright. An angry Happy let out a yell as he flew at him again.

This time, Gordon was prepared as he cocked back his right jackhammer-like arm. When their fists met, a shockwave was created and Happy was sent flying back through the wall. Before the Armodrillo-like mage could continue his attack though, Natsu jumped at him from behind, intending to tackle him.

However, the earth wizard was ready as he pulled out his drills and swiftly dug into the ground to avoid Natsu's tackle. The second his body hit the ground, Gordon blasted back up with Natsu held above him. He tossed the Dragon Slayer-turned-alien aside, resulting in Natsu's body crashing into the wall and a pile of rubble falling on top of him.

A short moment passed before the debris went flying as Natsu charged out. He punched his fists together, summoning a fiery magical circle.

"I'm gonna blow you away!" His cheeks on his wide face expanded. **"Fire Dragon Roar!" **

A torrent of flames shot out from Natsu's mouth and headed straight for Gordon. The earth wizard dug into the ground again to elude the attack. The pink Cannonbolt turned his body side-to-side, looking for his foe.

"Where the heck did he go?" he asked no one.

Suddenly, the ground beneath him shook. Gordon then blasted out of the ground and punched Natsu in the back. He went careening forward until he landed on his front side.

"Idiot," Gordon muttered smugly. "You and your cat are no match for me."

Without warning, a primal yell caught Gordon off guard. He turned to the source only to be tackled by Happy.

"Let me tell yah something, Gordon Seismo, earth wizard of the Rabid Weasels. When you throw Happy through a wall, it just makes Happy mad!" the cat roared.

Gordon grabbed Happy by his shoulders and tossed him off. When he returned to his feet, he delivered a seismic punch that sent Happy flying back. Unbeknown to Gordon, the force from the blow caused a fish to fall out from Happy's knapsack; however, as Happy got back up, he quickly spotted it.

"My fish!" Gordon stepped toward Happy, crushing the fish beneath his foot without noticing. The blue humanoid tiger stared in shock. "You, you broke my fish." Happy clenched his fists as his eyes blazed with rage. He let out a deafening roar as he charged forward.

The earth mage was too slow as Happy rammed into him again, standing on top of him with an expression of pure rage. Happy began pummeling Gordon with punch after punch, all while shouting, "Let me tell yah something, Gordon Seismo, earth wizard of the Rabid Weasels, you can hurt me! You can hurt the things I stand for! You can even hurt my feelings if I had any. But no one and I mean no one hurts the fish!"

Happy picked Gordon off the ground, spun him around a few times, and once he gained enough momentum he threw him across the room into a pack of Rabid Weasels.

Ben watched the scene from afar and sweat dropped. "Seesh…all that over a fish?" He paused for a moment as he remembered something. "Then again, I was the same way when the Techadon wrecked Mr. Smoothy's."

Meanwhile, Erza and Lucy were in a bind as they continued to evade Magtartus's radioactive beams and the lava balls he was launching from his hands. Erza was easily able to outmaneuver his attacks by flying around in her Heaven's Wheel armor. Lucy, however, was using a different tactic.

When Magtartus held out his arm and fired a lava ball at her, Lucy jumped up and swallowed it! She then opened her mouth and hurled it back at him in the form of a green energy ball. The emerald puke exploded against Magtartus's armor, sending him sliding across the ground a few meters.

Erza struck next as she quickly summoned a few dozen swords around her. "Dance, my blades!" The blades around her began to spin rapidly. **"Circle Sword!" **

The sword took a disk formation and launched straight at Magtartus; however, the instant Erza's blades struck Magtartus's armor, they shattered into pieces. Erza was shocked to see her blades break so easily against Magtartus's armor.

'_His armor is too strong for my blades to have any effect on him. The only thing that seemed to harm him was Lucy's explosive vomit.' _Erza thought. Her brown eyes widened when an idea crossed her mind.

Still in midair, she turned to Lucy and summoned a dozen swords before propelling them at the Celestial wizard. Lucy screamed as the blades fired toward her. Before they could strike her, she instinctively opened her mouth wide and swallowed Erza's swords.

Lucy faced Magtartus and spat back out the swords, only this time, they were covered in green explosive bile. The lava wizard was unprepared when the swords ignited into emerald fireballs against his armor. The force from the explosions sent him flying back across the room.

Lucy looked back at Erza, and shouted, "WHY DID YOU DO THAT? YOU COULD'VE KILLED ME!"

"My circle attack wasn't powerful enough to harm him but your attacks could." Erza explained. "So I knew that using your attack to enhance mine would work. You thought so too. That's why you opened your mouth to swallow the swords, isn't it?"

"I didn't know what your plan was! I opened my mouth to scream at the swords flying at my face!"

"Oh," Erza said.

Gray hopped from floor to wall, easily avoiding Henry's punches.

"Missed me," Gray taunted. "First I'm here…" he jumped from the floor, to the roof, and then launched himself into Henry's head. "Now I'm here!"

Henry growled as he grasped his now aching head. Gray held out his hands, and chanted, **"Ice Make: Lance!" **

A bombardment of icy lances fired out from Gray's magical seal and collided against Henry. Though they did not pierce his tough, reptilian hide, they did make him stumble back. As the titan wizard staggered, Elfman jumped above him with all four arms reared back.

"This is how a _real_ man wins a fight! Have a taste of not two, but FOUR **Beast Arms**!" After summoning an amethyst magic circle, Elfman transformed his arms into furry, animalistic arms and slammed them into Henry's face.

Henry collapsed to the floor, groaning in pain as he fell unconscious. Gray jumped a few meters to Elfman's right, and grinned. "I could get used to this jumping thing." But his grin then turned into a frown. "But…I'd rather be back in my human body though."

Elfman smirked. "I would too, but I could get used to these extra arms. THEY'RE MANLY!"

Happy growled as he ran at Gordon again. The Armodrillo-like wizard punched the ground, the piston on his jackhammer arm pumping in-and-out. A seismic shockwave, which cracked the earth apart, raced at Happy. The enraged cat was blown back by the erupting ground and the force of the seismic tremor.

Natsu was the next to engage, charging at him before curling up into a pink ball. He shot himself forward at Gordon like a bowling ball going down an alley, its target being a single bowling pin.

"**Fire Dragon Cannonball!" **Natsu's body was then covered in flames as he accelerated at his target.

Gordon stood stationary, unintimidated. He cocked back his right arm and pumped the piston on his forearm out. When Natsu came within range, he punched the pink, flaming ball. The force created a shockwave that sent both fighters flying back in opposite directions. A section of the roof collapsed to the floor where they had been standing.

Natsu steadily got up, his eyes still swirling from the hit. He quickly regained his bearings and honed his eyes on Gordon, who had also recovered quickly.

"You're not gonna get me with the same attack, you pink flunk!" Gordon stated haughtily.

Natsu smirked deviously. While he was training at the Guild earlier today, Natsu had created another impromptu attack other than 'Cannonball'. It was so powerful it was up to par with his 'Brilliant Flame' attack; in fact, it actually destroyed half of the unfinished Guild Hall. Needless to say, Master Makarov and everyone else were not too happy about it.

He rolled back up into his ball form and started spinning in place. After creating a deep furrow, Natsu shot up into the air and blasted through the roof. Gordon sidestepped the falling debris as he starred at Natsu, dumbfounded.

When Natsu reached his zenith mark in the air, his ball form was suddenly shrouded in hot, intensifying flames. **"Fire Dragon Fireball Smash!" **

Natsu descend toward Gordon at blinding speeds, a trail of fire in his wake like a falling meteorite. The earth mage was too shocked to react as the flaming pink ball crashed into him. The sawmill shook violently, a few sections of wall tumbled, and parts of the roof collapsed. When the dust cleared, a fifty foot crater was in the middle of the room.

Gordon lied in the center, his yellow armor dented and burned in places as smoke billowed off his body. "Ugh…" he groaned in pain.

Natsu unfurled into his bipedal form, and fist pumped. "Alright! And that's why you don't mess with Fairy Tail!"

The non-transformed dark wizards immediately panicked as the unstable building shook. They attempted to make a run for it but were stopped when Gray froze the floor under them, trapping their legs in ice. Before they could break free, Happy and Elfman ran over and knocked them all out. Now, the only one left standing was Magtartus himself.

Though no one could see it, Magtartus's eyes had widened in astonishment and disbelief. They were actually losing to these Fairy Tail wizards. Despite their increased powers, they couldn't best them this time around. Not when they'd learned to control their abilities.

Magtartus scowled. He should've just taken the Empowerment Charm on the spot earlier today, instead of giving them a whole day to prepare for battle. It was a crucial mistake, a mistake that Magtartus swore to never make again.

The NRG-like wizard yelled in frustration as he held out his arms. He fired two concentrated energy beams at Elfman and Happy, which sent them flying back and landing at Gray, Lucy, and Erza's feet; smoke billowing off their bodies. The trio glanced up to see that Magtartus's armor was glowing orange, except for the tricorne hat still on his head.

He unexpectedly punched the ground hard. Suddenly, the earth beneath him became very hot and molten. A few seconds later, a pillar of lava shot out from the ground with Magtartus standing in the center.

"UNBELIEVABLE!" Magtartus bellowed. "I will not lose to you pitiful Fairy Tail flies! Give me the Empowerment Charm now, or you'll be nothing more than ash!"

Natsu climbed out of the crater his 'Fireball Smash' attack forged and rolled over to the others.

"This doesn't look good." Gray noted.

Elfman and Happy shakily returned to their feet as they stared at the pissed off Magtartus.

"Is that all you got, Joe Magtartus, leader of the Rabid Weasels!" Happy challenged. "Happy has been around ice that's hotter than you!"

"Pathetic fools," Magtartus exclaimed angrily, the lava around him growing hotter. "You haven't seen anything yet!"

"Guys," Ben ran from cover and toward the group. When he got there, he put his hands on his knees and breathed deeply. "Listen…you…don't wanna…fight NRG, especially when he's this angry." He gasped for air in-between each pause.

"Let me tell yah something, Ben Tennyson, Happy is all about being angry! And Happy is not scared of anything, especially some guy in a metal suit!" Happy yelled.

"No, he's right!" Erza defended. "The heat coursing off him is staggering. It's too much for us to handle."

"What do we do?" Gray asked. "We can't just give the charm to him."

Ben groaned in vexation. "Aw man…if only the Omnitrix was working right. Then I'd use Big Chill and freeze this joker."

Suddenly, Erza's eyes widen as a startling realization entered her brain. She recalled when team Shadow Gear brought over the Empowerment Charm, Ben's Omnitrix malfunctioning shortly after, and the sparks the Omnitrix threw off when Lucy pulled out the charm. Erza processed this information and connected the dots.

"The charm," Erza said. "The charm is the cause of all this." She summoned a magical sword and held it firmly with both hands. "It must be destroyed!"

"WHAT?!" everyone, including Magtartus, shouted.

The redhead swiftly snatched up the Empowerment Charm from Lucy and tossed it into the air. Erza leaped high and soared toward the trinket, her sword cocked back. When Magtartus realized what Erza planned to do, he panicked.

"NO!" He directed his pillar of lava straight at her.

The armor-shifting wizard narrowly avoided the attack and pushed forward. She let out a battle cry as she struck the charm. As soon as Erza's blade struck the trinket, it shattered into pieces. As a result, an outburst of golden light exploded outward and sent Erza crashing into the ground. Everyone else was forced to shield their eyes from the blinding intensity.

This continued for several moments. The released energy from the destroyed Empowerment Charm vaporized the remaining portions of the sawmill's walls and roof until the entire building was gone, but the stone floor and everyone inside still remained unscathed. Finally, the golden light died away, revealing the night sky above and the many trees surrounding them.

Magtartus and the Fairy Tail mages uncovered their eyes when the light disappeared. The latter was a bit taken aback to see that the sawmill was gone. However, Ben ignored it and ran to Erza. She was lying in a shallow hole, her brows twitching in discomfort. When he got to her side, he shook her gently.

"Erza! Are you okay?" Ben asked, concerned.

He received silence for a moment, but then a groan emanated from her throat. She opened her piercing brown eyes and focused them on Ben. She smiled lightly, "I'll live. What about you?"

Before Ben could respond, a beeping noise caught his attention. He looked down to see the Omnitrix blinking green.

"_Source of DNA protocol malfunction has been removed. Beginning auto-repair functions," _the Omnitrix reported.

All of a sudden, the Omnitrix glowed brightly before it discharged a bolt of emerald energy that struck Elfman. In a flash of green, Elfman's extra set of arms and eyes disappeared as he was returned to normal. A few more rounds of green energy fired from the Omnitrix and struck Natsu, Gray, Happy, Lucy, Henry, Gordon and finally Magtartus. Once the flashes stopped, everyone had been changed back to normal.

Lucy examined herself and smiled brightly. "Yay! I'm my beautiful self again!" she cheered.

Ben's body was consumed by green light as he transformed back to human.

"_Auto-repair has corrected all malfunctions. All systems available," _the Omnitrix informed.

Ben looked at himself and smiled. "Yes! The awesome Ben 10 that you all know and love is back!"

Gray crossed his arms, and murmured, "No need to get so dramatic."

Erza smirked as she sat up. "I knew that would work."

Ben extended a hand and helped her out of the shallow crater. "What do you mean?" he asked, curious.

Erza smiled as she explained, "Somehow the Empowerment Charm was the cause of your Omnitrix's malfunction. Once it was destroyed…"

"It turned us back to normal!" Lucy concluded. She jumped in the air in a fit of excitement. "Woo-Hoo!"

Unlike Lucy, some were not so thrilled to be changed back to normal. One of them happened to be a small blue cat. When Happy realized he wasn't tall and strong anymore, he moaned in disappointment. "Aw…"

However, Happy wasn't the only one who was unhappy. Magtartus fell to his knees as he stared at his hands in shock and incredulity. Not only were his enhanced powers gone, but the Empowerment Charm had been destroyed as well. He had lost everything.

"No, no, no, NOOOO!" he hollered.

In the midst of his inward suffering, Henry and Gordon regained consciousness and approached their master. They too were very displeased with being changed back.

Magtartus got up and shot the Fairy Tail wizards a dangerous, fuming glare. "You…you've ruined everything!"

Natsu smirked. "Yeah, we tend to do that."

Ben usually would've been mocking the baddies too; however, after the hell he went through today, he was completely serious. "You attacked our Guild Hall, attacked my friends, and you stuffed me in a barrel for a whole day! Before this night is over, I promise, you are gonna pay big time."

"DESTROY THEM!" Magtartus ordered fiercely.

Henry increased his size to over thirty feet before charging at the group. Gordon stomped the ground, creating an earthquake that made the team fall over. Ben used his arms to catch himself from falling on his ribs.

The teen hero looked up to see Henry coming straight for them.

"It's Hero Time!" he shouted.

He activated the Omnitrix, selected an icon, and slammed down the dial. After the emerald flash, standing in Ben's place was a seven-foot-tall humanoid with dark green, reptilian skin, broad chest and shoulders and spikey white hair. It had a sharp pointed chin, a mouth full of sharp teeth, and green eyes with black slits for pupils. It had razor-sharp talons at the end of its fingertips and toes. On its back was a pair of green demonic, foldable wings that had a wingspan of ten feet. It also had an alligator-like tail sprouting from behind. It wore a pair of tight blue pants and a black vest with metal spikes on the shoulder pads. On its ankles and wrists were black cuffs with metal spikes on them too. The Omnitrix dial was positioned on his chest.

When the transformation subsided, Ben looked at himself in surprise. "Whoa, my demon form? Nice!" He tapped his chin in thought. "What should I call him? Diablo? Nah, too obvious. Hmm…Demonclaw? Eh, that doesn't work for me. D-Man? No that sucks."

Ben was interrupted from his thoughts when Henry reared back his massive fist and aimed to bring it down on him. He unfolded his wings and took to the air, narrowly dodging Henry's punch that shook the ground. The Omnitrix bearer flew straight at Henry and delivered a wicked uppercut into his jaw. The strength behind the blow sent Henry flying back uncontrollably as he landed in the North River with a loud splash.

Still hovering in the air, Ben looked at his fists and smiled. "I got it! **Beelzebash!**"

Without hesitation, Natsu charged at Gordon. He was aiming for payback against the earth wizard. Gordon quickly spotted him and brought three pillars of rock out from the ground and threw them at Natsu.

The Fire Dragon Slayer leaped in the air and ignited his flames. "Your rocks aren't going to stop my firepower! **Fire Dragon Wing Attack!**"

His arms were covered in bright yellow fire. His swung his arms forward and the flames took the shape of dragon wings, which quickly destroyed Gordon's rock attack.

"What? NO!" Gordon shouted, his eyes wide with fear.

Natsu blasted fire from the heels of his feet, propelling himself forward like a missile. **"Fire Dragon Sword Horn!**"

The fire-propelled Natsu rammed his head straight into Gordon's gut. The force behind the attack created another crater, dust and ash flew up into the air. When the smoke cleared, Gordon was lying in a large hole with tattered and burned clothes, burns on his skin, and bruises. He let out a weak groan before he succumbed to unconsciousness. He was defeated.

"Yeah! I've been meaning to do that all day!" Natsu smiled widely.

Magtartus took a few steps back in caution. He'd just witnessed two of his most powerful followers get beaten easily. Perhaps these Fairy Tail mages weren't as weak as he presumed. Magtartus soon got over his fear and summoned a magic circle in front of him.

"**Lava Blast!" **

A ball of lava fired out from his magic seal. The others jumped out of the way, barely avoiding the molten projectile. Gray got to his hands and knees and returned to his feet. He ripped off his shirt and got in a stance.

"**Ice Make: Floor!" **He touched the floor, instantaneously freezing it with Magtartus's legs trapped in a thick sheet of ice.

Elfman was the next to attack as he charged straight for Magtartus. **"Beast Arm!" **

The white haired brute's right changed into a hulky, furry appendage that belonged to a beast. Magtartus was too slow as Elfman sent a powerful right hook into Joe's face. The punch broke Magtartus free from the ice, but sent him careening back uncontrollably.

Beelzebash swooped down and grabbed Magtartus by the back of his red coat. As he spun around to gather momentum, he shouted, "Hey Erza, batter up!"

Golden light consumed Erza's body as she re-quipped. When it died away, she was attiring a baseball uniform comprised of a pair of tight white knee-length pants, a yellow shirt with the Fairy Tail emblem emblazoned in black on her left breast, and a yellow cap. A red magic circle appeared in Erza's hand as she summoned a ten-foot-long wooden bat. Amazingly, she seemed to hold up the large, blunt object without any difficulty.

"Whoa! That's a big bat!" Lucy remarked.

"Aye," said Happy, "Erza's bringing the pain!"

A fearsome yell escaped the Queen of the Fairies throat as she reared the bat back and swung it forward. She hit Magtartus perfectly and sent him flying high, straight back toward Beelzebash. Beelzebash clenched his fists and suddenly a black magic circle appeared in front of his hands. Remarkably, when the seal vanished, his fists were coated in black flames with a hint of green on the outside. Ben glanced at the ebony fire and cocked a brow in bewilderment.

'_I have magic fire powers? Sweet!' _Ben thought.

Beelzebash brought both fists together and held them over his head. "Hey Magy! I you know you like lava, but how about you try a taste of my **Demon Fire!**"

The dark flames shrouding Ben's fists grew more intense and bigger. When Magtartus flew into range, he brought his fire-coated fists on top of him. With a loud boom, Magtartus was launched downward and collided with the ground hard. Rocks and dirt were thrown up as the impact created yet another crater in the already totaled sawmill.

A moment passed, and when the dust cleared, Magtartus was lying at the bottom of a twenty foot deep hole. He groaned in defeat before his head rolled to the side. Joe Magtartus, the master of the Rabid Weasels, had been defeated.

Beelzebash grinned and fist-pumped. "Oh yeah! Now that's winning Demon style!"

…

An hour later, the Rune Knights had arrived on scene. Henry had been fished out of the river while Magtartus, Gordon, and the other Rabid Weasels were apprehended by the Knights. As they were loaded away into the prison wagons, Magtartus, whose wrists were bind together with magical cuffs, glanced back at the Fairy Tail wizards; more specifically, Ben.

He inwardly promised himself he would seek vengeance. No matter how long it took, he swore that the Take-Over mage would suffer.

The Rune Knights paid the group a sum of eighty-thousand jewels. They were confused until the captain of the group explained that the Magic Council had a warrant for the Rabid Weasels' arrest, and anyone who helped bring them to justice would receive an eighty-thousand jewels reward. Without argument, the group accepted the reward and headed back to Magnolia.

The team was now walking down a dirt road that lead straight back to Magnolia. Along the way, Natsu was cheering loudly as he ran around with his arms held high.

"Oh yeah, we won! And I don't have motion sickness anymore!" the pink haired wizard shouted.

"Huh?" Ben said, confused. He turned to Lucy, and asked, "What is he talking about?"

"When he was Cannonbolt he didn't have motion sickness." Lucy sighed, exasperated. But then, she perked up and chirped happily, "Aw…it feels so good to be beautiful again."

Ben looked back at the happy Natsu, holding his chin in a contemplative manner. _"Hmm…Cannonbolt's DNA must've made him immune to motion sickness, but…since he's back to normal…"_

Suddenly, Ben's line of thought was interrupted when a car drove up and stopped by the team. This was a shock to Ben since he didn't know that this world had cars. It looked like an old 1920s brown Model-T. The man in the driver's seat up front had a strange gauntlet-like coupling on his left wrist.

"You people are from Fairy Tail, aren't yah?" the man asked.

Erza nodded. "Yes, we are."

The man smiled. "I'm a big fan of your Guild. Would you all like a ride back to town? It's no trouble at all."

After hearing the man's request, Natsu beamed brightly. "Sure thing, buddy! Alright! Now I can ride around without getting nauseous."

"Uh…Natsu," Before Ben could warn him, the others jumped into the passenger compartment, quickly thanking the man. They were all tired and anything to keep them walking a few miles was a blessing. Erza grabbed Ben's wrist and pulled him in into the car, making him sit by her.

"C'mon. I'm tired and I can't walk anymore. Besides," she turned back to the brunette, and grinned, "He'll figure it out soon."

Ben looked at Erza in surprise. How did she figure it out? Was she just that smart?

The car shifted into drive and accelerated forward down the old dirt road. Immediately, Natsu's elated attitude vanished as he sunk in his seat. His eyes were swirling and he looked like he was ready to hurl at any moment.

"Oh no…" he moaned.

"Ha! What was that about not getting motion sickness again?" Gray taunted.

Ben turned to Gray and sighed, "Where are your clothes?"

True enough, Gray had miraculously stripped into his boxers in the blink of an eye.

"OH CRAP!" the ice mage panicked.

"How come Natsu's motion sick again?" Lucy wondered.

"Now that Cannonbolt's DNA is no longer within Natsu, he is no longer immune to motion sickness." Erza explained.

Ben looked at Erza, impressed. "Yeah, how'd you know?"

The redhead turned to the Omnitrix bearer, and smirked, "Call it woman's intuition."

On the way back, Gray asked Ben a question. "Hey Ben," Gray said, "When you first turned into that demon form of yours, why were you so concerned with thinking up a name?"

"I am also curious about that." Erza agreed. "You almost let your guard down back there. And for what, just to think up a name for your transformation?"

Ben smirked. "Key word: almost; I didn't let my guard down. To answer your question though, I name my forms because that's half the fun!" he replied joyfully.

Erza smiled. It seemed Ben was just as boisterous as Natsu, only he had a bigger brain than her hot-headed guild mate did. She glanced over to Natsu, who leaning out the window and emptying the contents of his stomach.

'_He also appears to have a stronger stomach than Natsu does.' _Erza mused.

Half an hour later, the team finally made it back to Magnolia and thanked the man who had given them the ride. Usually they would all head back home to get some needed rest, but Master Makarov was expecting them back at the Guild.

Ben, of course, was a bit confused as to why there seemed to be more damage now than before when he was kidnapped. Before he could ask, Erza seemingly read his thoughts and answered that Natsu, Gray, Happy, Lucy and Elfman needed to train to learn how to use their temporary abilities.

Ben scanned the area with one sweep and immediately believed her. There was broken posts that seemed to have been smashed and burned simultaneously, no doubt thanks to Natsu. Unfinished stone walls had collapsed and there appeared to be markings on the ground, indicating a brawl had taken place. The teen hero glanced at Happy and Elfman and quickly connected the dots. He also spotted a very large crater at the back of the Guild. Ben quickly realized that that was Natsu's doing too.

Makarov, Mirajane, Macao, Wakaba, Levy's team, and Reedus were the only wizards present. Everyone else had turned in for the night. Erza explained what happened during their rescue mission starting from their fight with the Rabid Weasels, the Empowerment Charm's destruction, and finally the Omnitrix returning everyone to normal.

Meanwhile, hiding in the shadows, a certain blue haired stalker was rejoicing. "Yes, yes…the curse has been lifted. My handsome prince has returned!" Juvia cheered.

"Hey Elfman, you gonna miss having four arms? I mean, you were a lot stronger and more imposing with them." Droy asked.

The white haired giant of a man shook his head, and replied, "Nah, a real man just needs two."

Ben was sitting by the bar, sucking down a cold fruity drink as he reminisced on today's events. Today had been….well…pretty strange, especially for Ben. Nevertheless, he inwardly shrugged and accepted it. He had a feeling that stranger things were bound to happen in the future.

The teen hero stopped drinking and looked at his beverage. Soon, very soon, Ben planned to correct the zero smoothie problem in this universe. Ben was brought out of his musings when Happy landed on the countertop in front of him. The blue cat was on his hands and knees, begging.

"Please, please, Ben! Turn me back into Rath! I wanna be big and strong again!" Happy pleaded.

Ben sighed in annoyance. On the way back to the Guild Hall, Happy had been relentlessly begging Ben to turn him back into Rath. Each time he had said no, but the blue winged cat didn't know when to give up.

"Happy," Ben said sternly, "for the last time, no. Besides, I couldn't turn you back into Rath even if I wanted to."

Happy's shoulders slumped as a crestfallen expression cast over his face. "Aww…" he moaned.

Seeing Happy's sadness, Reedus, a big plump wizard who practiced Picto Magic walked over to him. "Don't be so down, Happy. Here," he handed Happy a canvas. "Maybe this will make you feel better."

Happy took the painting and looked at it. It was a painting of Happy in Rath form pushing against Elfman in his Four Arms form, both of them wrestling in a deadlock. Instantaneously, Happy smiled widely as his usual joyful demeanor returned.

"It's me! As Rath!" Happy cried excitedly.

"Oui," Reedus nodded.

Ben smirked and responded, "There. Now you'll never forget being turned into Rath." He then muttered inaudibly, "and maybe you'll stop begging me to turn you back into him."

Happy didn't seem to hear Ben as he continued admiring the painting. "Thank you, Reedus!" the blue cat said.

"Oui," the rotund wizard replied before walking off.

As Happy stared at the painting, Ben heard someone approach them. He turned to see Erza standing behind him, her arms crossed over her armored chest and, though she appeared calm, her eyes were glowing red and portrayed her violent mood. Ben, however, noticed that Erza's glare was not focused on him, but rather a certain blue cat.

"Happy," Erza growled, immediately making Happy yelp and turn around to face her. "We need to have a little discussion about how you talked to me earlier today."

Happy realized what she meant. During their training, Happy's aggressive personality made him talk back to Erza and threaten to crush her armor parts into a tin can. Now that he was normal again, the strongest woman in Fairy Tail was confronting him and she didn't look the least bit happy.

The azure cat screamed in terror as he clutched onto Ben's shirt, desperately pleading, "PLEASE BEN! CHANGE ME BACK TO RATH! CHANGE ME BACK TO RATH!"

Ben sweat dropped in response.

Meanwhile, Master Makarov was sitting on a barrel. His eyes were closed as he thought over everything that happened today. "Though it is a relief that the Empowerment Charm was destroyed and the Rabid Weasels were arrested, we have a bigger crisis on our hands." He opened his eyes and examined the construction site. Nearly three-fourths of the stone walls had collapsed, lumber posts for the infrastructure were burnt to a crisp, and there were several craters in the ground across the site. "THIS GUILD HALL IS IN AN EVEN BIGGER MESS THAN BEFORE!" He shouted furiously. "You kids are working double shifts tomorrow until all this damage is repaired!"

Ben overheard the dwarf-sized master and groaned in displeasure. "Aw man. It's official… today's the worst day ever."

…

**A/N: Holy Moly! This is the longest FanFiction chapter I've ever written. NO JOKE! Don't count on updates this long to happen again. There's no way I can do something like this all the time. Anyways, what'd y'all think? **

**I hope my three OCs didn't ruin it for yah. If it's any consolation, Joe, Gordon, and Henry were one-time guys and I'll probably never bring them in again. Although, I do have an idea of bringing them back later down the road. That's only if you guys want me to. If not, then I won't. **

**For those who are wondering about my OCs personalities, Joe Magtartus is power hungry and selfish. Gordon is average intelligence, follows orders, and is smug. Henry is well…a brute and is very dumb. Yeah, there isn't much to go on since I really didn't get into their personalities much. **

**So what'd you all think of Beelzebash? Yes, he has magic fire powers. I figured I'd make his demon form more interesting and give him those abilities. I'll be implementing Beelzebash more in the Ben VS. Erza chapter and you'll find out that Beelzebash can wield his Demon Fire to do other awesome things. **

**Okay, I have three announcements to make…again. First, instead of devoting my time to one story, I'm going to alternate between them so I am not stuck on just one for an extended amount of time. **

**Two, I am putting up a poll on my profile to decide Ben's title name. Natsu is called Salamander and Erza is called Titania, Queen of the Fairies. I believe Ben is definitely worthy of a title. However, before I put up the poll, I want to hear all of your suggestions. I'll be taking suggestions until May 10, and then the poll will go up. **

**Three, ****_TallGuy94_**** was awesome enough to create cover-art for the Tower of Heaven arc and the others arcs to come. Whenever I get to the Tower of Heaven arc, I'll upload it and place a link on my profile page that should take you to ****_TallGuy94_****'s Deviant Art page. **

**Again, another shout out to ****_Star Saber21_****! He was a big time help in this one-shot. **

**NOTICE: if you or anyone else was harmed by laughing and/or choking on something because you laughed so hard, Ultimate10 is not liable and cannot be tried. **

**Next chapter: Ben vs Erza **

**After that: Pits of Infernus, Part I **

**Okay, please leave any comments and/or critique in the review box. Until next time…**


	15. Ben vs Erza

**A/N: Just wanted to say that the poll to determine Ben's epithet is on my profile page. It will stay up until June 1. That gives you all plenty of time to submit your vote. **

**Okay, I just wanted to say, YAY! **

**The last chapter was a success! Chapter 14 got up to forty positive reviews. That's an awesome feeling. **

**Kudos for your help, **_**Star Saber21**_**! Keep in mind my good readers; **_**Saber**_** has given me a couple suggestions for several other original one-shots. For the ones I do, they will take place after the Fighting Fest arc. Yeah, I know it's a long ways from now but you can't rush perfection. **

**WARNING: this chapter contains smoothies, fighting, and women's breasts. **

**You have been warned now on with the show! **

…

**Ultimate Fairy **

**Chapter 15: Ben vs. Erza **

…

Behind the bar in the Fairy Tail Guild Hall, Grey Matter had several items neatly grouped in piles across the countertop. He had an assortment of metal mechanical parts, bolts and screws, a glass cylinder-shaped tank, various hoses, cooper wire, and a lacrima crystal. At his side were tools such as a screwdriver, pliers, and a tiny hammer.

Grey Matter held his chin as he looked at the piled items, humming while doing so. He examined each part he had collected and memorized them. Once he finished scrutinizing the materials, he closed his eyes and put together a blueprint in his mind. After a moment, he opened his eyes back up and smiled impishly. He had everything he needed to begin his project.

Nearly three days had passed since the Ultimate Team and Elfman defeated the Rabid Weasels and the Omnitrix's malfunction was corrected, turning the affected mages on both sides back to normal. For the team's part in bringing the Dark Guild to justice, the group received an eighty-thousand jewels reward from the Rune Knights. Unfortunately, most of that money went to purchasing new materials to repair the damage done by the Rabid Weasels and the Fairy Tail wizards who were transformed into versions of Ben's aliens.

They were a bit bummed but understood fully; after all, the destruction inflicted on the still incomplete Guild Hall by them was considerable, especially the damage Natsu made while he was in Cannonbolt form. However, even after draining most of his reward on building materials, Ben was still left with enough to acquire most of the aforementioned objects before him. The rest had come from the storage area in the Guild Hall's cellar.

"He-he," Ben cackled mischievously, rubbing his hands together, "everything mechanical-wise is here. Time to get started,"

Grey Matter immediately got to work on constructing a metal cube, which would be the main body of the device he was building. It was made from the metal panels he had gathered. Once it was finished, he threw in a variety of mechanical parts, tubes, hoses, wires, and lastly the lacrima crystal within the cube. Ben jumped in next and began arranging and connecting the various parts.

An hour passed and the rest of the Fairy Tail gathered at the still incomplete Guild Hall. Some were helping in the construction while others were taking breaks by relaxing at the bar; more specifically Cana, who was chugging down a barrel of beer. Later, the rest of the Ultimate Team arrived on the site and approached the bar area.

Natsu burped out a torrent of fire. "Man, that was a good breakfast." He noted; a satisfied smile on his face.

"Aye sir," Happy replied, flying right by.

"I wonder why Ben couldn't join us though." Lucy pondered.

Gray shrugged. "I went to ask him this morning but he wasn't anywhere in my house."

"That's odd." Erza commented. "I wonder where he could be." Then, without glancing at Gray, the redhead ordered sternly, "Gray, put your clothes back on."

The ice wizard blinked before he looked at himself. True enough, he had stripped down to his boxers. "CRAP!" he panicked.

Natsu laughed hard at his rival. "Ha! What a loser!"

Gray glared back and got in the Dragon Slayer's face. "WHAT'D YOU SAY, PYRO!?"

"I SAID YOU'RE A LOSER, YOU ICY PRICK!" Natsu shouted back with equal rage. "YOU GONNA DO SOMETHING ABOUT IT?!"

Suddenly, before a brawl of fire and ice could break out, Erza appeared by them and slammed their heads together hard. They promptly collapsed to the ground next to each other while the red bumps on their foreheads throbbed in pain.

"No!" Erza yelled. "You've already caused enough damage to the Guild Hall. There will be NO fighting! Am I clear?"

Natsu and Gray both groaned before they replied, "Yes ma'am."

"Erza's super serious today." Lucy commented.

"That's Erza for yah." Happy replied.

Mirajane walked by the team, carrying two items. The first item was a wooden box filled with bananas, strawberries, kiwi, pineapple, and various types of tropical fruits. The second was a large tub of plain yogurt.

"Good morning, you five," Mirajane greeted cheerily.

"Hey Mira, good morning to you too," Lucy replied.

"What's with the box of fruits and the yogurt?" Erza inquired curiously.

"Oh, I got these for Ben. He needs them for a little project he's working on right now." Mira answered, smiling brightly.

Natsu and Gray grunted as they returned to their feet, rubbing their sore heads while doing so.

"Ben's already here?" Gray questioned.

"Do you know what kind of project he's working on?" Lucy asked.

Mirajane tapped her chin in thought. "No," she said, "he just said he was fixing what he thought of as, and I quote, 'the biggest problem in this world'."

"Huh?" Natsu, Gray, Lucy and Happy remarked in confusion. Question marks appeared over their heads. Erza cocked a brow, curious as to what Mira meant by that.

Natsu scratched his head. "Biggest problem in this world? What could that be?"

"Maybe he's trying to increase the fish population?" Happy suggested; a hopeful expression on his face.

Lucy sweat dropped. "I wouldn't bet on it, Happy."

"Do you know where he is?" Gray asked.

Mira smiled. "Yes. He's over here behind the bar. C'mon I'll show you."

The beautiful white haired maiden led the team to the bar area. On the countertop behind the bar was a cube covered by a green tarp. From inside the tarp covered box, they could hear a hammer banging, parts being screwed together, and a voice muttering technical gibberish that no one could understand. Mirajane set the box of fruits and yogurt tub down close to the tarp covered box, and then tapped on it.

A small, grey-skinned humanoid with a bulbous head pulled up the cover and walked out onto the counter. It wore a green jumpsuit with a black collar and belt. A familiar green hourglass disk was displayed on its back.

Grey Matter spotted the ingredients Mira had procured for him and smiled. "Thanks for getting the ingredients, Mira."

"My pleasure, Ben," Mira chirped.

"Ben, what are you doing?" Lucy asked. "You missed breakfast with us."

"And you sneaked out of my house without a word this morning too." Gray added.

"Oh," Grey Matter scratched his neck sheepishly. "Sorry about that. I just couldn't wait to get started on this project. I've gathered enough materials from the Guild Hall's cellar and purchased the rest with what I had left from my cut of the reward for bringing in the Rabid Weasels."

"What exactly are you doing?" Erza inquired, eyeing the tarp covered project inquisitively.

Grey Matter smirked. "You'll find out soon enough. I just need to finish the refrigeration system and inaugurate the power source."

"Mhmm…yum…yum," Grey Matter looked over to his right to see Natsu helping himself to the fruits Mira had gotten him. "Yeah, I have no idea what you just said." he muffled through the food in his mouth.

Ben's left eye twitched in irritation. "Hey! Cut it out, Natsu! I need those!"

"Can't help it," Natsu replied, taking a bite out of a banana. "I'm hungry."

"HUNGRY?!" Lucy demanded angrily. "You just ate four plates of food this morning!"

"Natsu, I'm warning you." Grey Matter said threateningly. The tone in his voice portrayed that he was not kidding around.

Natsu snorted. "Yeah right. Like I'm supposed to be scared of that tiny form," The Dragon Slayer continued chowing down on the delectable fruits.

Grey Matter narrowed his eyes at the pink haired wizard. "Oh yeah?"

The five-inch-tall alien jumped onto Natsu's shoulder, bent down, and pinched a specific nerve. Suddenly, Natsu's eyes popped open as he fell backwards in a limp heap. Everyone looked on in shock and surprise.

"WHOA!" Happy exclaimed. "Ben just beat Natsu by grabbing his shoulder!"

Grey Matter jumped back onto the countertop and wiped his hands together. "Hephestan Neuro Grip," he explained, "it's useful for subduing all matter of prey."

Some of the other Fairy Tail wizards had also witnessed the scene. Wakaba and Macao, who were sitting at a table enjoying their beer, stared in awe and disbelief.

"Whoa," Wakaba gapped, "did you see that?"

"He just took down Natsu by touching his shoulder." Macao added in equal shock.

Erza looked on with wide eyes. She too along with the other mages who witnessed the spectacle was dumbfounded. Another part of her was impressed that Ben had defeated Natsu with such a small form.

On the floor, Natsu gritted his teeth as he tried to move his body; however, to his confusion, his muscles wouldn't respond. "What…did you do? I can't move!"

"I grabbed a certain nerve that would cause instant body paralysis. Don't worry it's temporary. It'll wear off in like ten minutes." Grey Matter responded. He turned his back and smirked. "Maybe next time when I warn you not to do something, you'll listen."

Natsu turned his head to the side and muttered incoherently, an angry expression on his face.

"That's one heck of a grip." Cana commented from her barstool.

"No kidding." Gray agreed. The ice mage then looked at his hand. "I wonder." He reached out for Cana's shoulder, but the brunette beauty swiftly elbowed him in the gut, causing him to double over in pain.

"Don't even think about it." Cana said as she resumed her drinking.

"I still can't believe something so tiny beat Natsu." Elfman muttered.

Grey Matter glanced back at the white haired giant and stated, "One's strength is not measured by their size, but by the size of their strength."

Erza smiled in agreement and admiration. Those were wise words indeed.

Elfman seemed to agree with Ben's logic, and remarked, "HA! Now that's manly!"

He slapped the Omnitrix teen on the back. Grey Matter cried out as the slap sent him flying across the counter. The little alien then smashed dead center into Erza's breastplate. He stuck on her chest-plate for a few moments before he let out a groan and fell to the floor.

Erza kneeled down and picked up the small alien, who had swirls in his eyes, and cradled him in her armored hands. She then glared at Elfman, who sheepishly rubbed the back of his head. "Uh…whoops,"

A minute later, Grey Matter recovered and resumed his work on his project behind the tarp. The Ultimate Team, minus Natsu - who was still on the floor - sat on the barstools, waiting patiently for their friend. They were curious as to what Ben was making. After all, Ben did say it was something that would solve the biggest problem in their world.

As Grey Matter worked on his project, they heard him laugh maniacally behind the tarp. This, in turn, caused Lucy to jump back in fear, earning a few laughs from the Fairy Tail wizards present. Happy let curiosity get the better of him as he tried to sneak a peek under the tarp, only to get whacked in the head by Grey Matter's small wrench.

Ten minutes passed and during that time, Grey Matter had finished his work on the actual project and was carrying fruits and yogurt under the tarp. The others only looked on in bewilderment, unsure of what Ben was doing. The sounds of a motor caught them off guard and only piqued their curiosity further.

Finally, when the motor stopped, Grey Matter finally stepped out from behind the tarp.

"Okay," he said proudly, "it's done."

Ben's team – minus Natsu who was still on the floor limp – Mira, and Elfman approached the bar. Cana, who was drinking a mug of beer, turned her gaze to the group. Grey Matter hopped to the floor and tapped the Omnitrix dial on his back. In a flash of green, he reverted back to his human form.

"So what's this project you've been working on?" Elfman asked, folding his arms over his broad chest.

Ben smirked as he grabbed the green cover. "Ladies and gentlemen, may I present…"

Happy flew and clutched onto Ben's shirt. "PLEASE JUST SHOW US ALREADY!" he shouted impatiently. "The suspense is killing me!"

Everyone sweat dropped in response. "A little much, don't yah think?" Lucy said.

Ben pulled the blue cat off of him and sat him on the counter. "May I present," he then pulled off the tarp, revealing his creation. "The Magic Smoothie-Maker."

Sitting on the countertop was a white cube-shaped contraption with green highlights. Decorated on the sides was the words "Magic Smoothies" painted in bubbly, pink letters and emblazoned alongside it was the Fairy Tail symbol painted in orange. On top was a clear see-through tank filled with a pinkish-red substance that appeared to be slushy. Poking out from the front of a tank was a nozzle that seemed to be a drink dispenser.

The group eyed the peculiar device with confusion, intrigue, and interest. They had never seen anything like it before.

"Magic Smoothie-Maker?" Lucy repeated.

Ben shrugged. "Yeah, I know. It's a dumb name, but gimme a break. I couldn't come up with anything better."

"Wait," Gray said, "didn't you say smoothies were some kind of drink you had back in your universe?"

Erza cocked a brow. "I'm confused. How does this fix the biggest problem in our world?"

"Well duh! The biggest problem in this world is that there are no smoothies!" Ben replied.

Everyone groaned and sweat dropped.

"You spent all this time worrying about some frozen drink?! That's not manly at all!" Elfman remarked loudly.

Ben gasped, clearly offended. "Some frozen drink? Smoothies are not just some frozen drink! They're a way of life."

The Omnitrix bearer's response only elicited more exasperated groans from the Fairy Tail wizards. Ben could see their downcast expressions. Clearly they were expecting something greater. Ben thought for a moment and then hatched up an idea that was sure to rejuvenate the unruly group of mages.

"Okay, so you don't believe me. So why don't you all try one?" Ben suggested. "Then you'll see where I'm coming from."

They all looked at each other and shrugged. It wouldn't hurt to try. Ben smiled and picked up a glass on the counter. He held it under the nozzle and pulled down on the lever. A stream of semi-frozen reddish-pink substance poured from the dispenser and into the glass. Once it was full, he added the final touch and put in a straw.

Ben turned to the group and searched for someone to try Fiore's first ever smoothie. "Here you go, Erza." He offered the glass to her.

The redhead blinked twice. "Me? I don't know, Ben. Perhaps…"

"C'mon," Ben urged, "you'll be the first person in Fiore to taste the very first smoothie; besides, its strawberry flavor." He smiled slyly, knowing that the mighty Titania had a weakness for strawberries.

The instant Erza heard 'strawberry', all vigilance immediately left her as she took the glass and sucked on the straw. When the icy, reddish-pink touched her tongue, she stopped drinking. Everyone leaned in, curious to what her reaction would be. Suddenly, Erza let out an uncharacteristic girlish-like squeal as hearts filled her eyes.

"IT'S SO GOOD!" She exclaimed gleefully, earning shocked expressions from everyone except Ben, who only smirked.

"Whoa," Gray breathed, wide eyed. "I've never seen Erza so…so…"

"Cheery?" Lucy asked.

"Yeah, that." Gray confirmed.

Erza sucked down on the smoothie very fast, lost in the unbelievably wonderful taste of the beverage. Ben's smirk fell into an expression of concern.

"Uh, Erza, slow down now," Ben cautioned, holding his hands out. "If you drink it too fast you'll get a…"

Suddenly, Erza stopped sucking on the straw as her eyes opened wide. Without warning, the armor-shifting wizard fell to her knees, clutching her head in agony. "CURSES! My head! It feels like it's going to explode!"

Ben smiled and couldn't hold back an amused laugh. "Yeah, that's what you call a brain freeze."

"WHAT?!" the other wizards cried out.

"You mean her brain is actually frozen?!" Happy shouted; his face paling in horror.

Ben chuckled and shook his head. "No, no. It's just a headache caused by drinking a cold drink too fast. It'll wear off in like a minute or so. Just drink it slowly and you won't get one."

"Oh," they replied simultaneously.

Later, everyone - including Cana - had decided to try Ben's creation dubbed, Magic Smoothies. All the wizards who tried it seemed to greatly enjoy it. Though they couldn't get intoxicated from it, they couldn't deny how good it tasted. Mirajane had asked Ben how to use the Magic Smoothie-Maker. The machine was actually very easy to use and only took Mira five minutes before she understood its workings, and how to create a plethora of flavors.

Everyone who wasn't working on the construction efforts was chilling at the bar and tables, talking to one another and enjoying their smoothies. They had to admit, they now knew why Ben loved them so much.

Ben, Gray, Lucy, Happy and Erza were at the bar drinking their smoothies, the latter was sucking down her third smoothie; though she did heed Ben's advice and drank it slowly. They were just discussing going on a job until a certain Dragon Slayer finally regained motion.

Natsu jumped up and threw his arms in the air. "ALRIGHT! I CAN MOVE AGAIN!" He shouted, exhaling a torrent of flame.

"Aw man," Gray groaned, annoyed. "I was hoping he'd stay down there all day."

Lucy turned to Ben. "I thought you said he'd be moving in like ten minutes. It's been like thirty since you did that neuro grip on him." She mentioned.

"Recovery must be slower on some people?" Ben guessed.

Natsu turned his hard gaze to a certain jacket-wearing teen and pointed an accusing finger at him. "There's no way I'm letting you get away with that, Ben!" He ignited his fists with flames and took a fighting stance. "It's time to fight! I'm calling you out!"

Most of the wizards present only groaned and face-palmed. Was Natsu really calling Ben out again? Even after Ben beat him the first time?

Ben sighed, frustrated. "Seriously? Did you forget our agreement from when we fought before? If I won you'd never fight me again, and I did win."

"C'mon man! You owe me! Your stupid watch turned me into Cannonbolt and I had to save your sorry butt from those Weasel guys." Natsu countered. "That's two favors you owe me."

Gray, Elfman, Lucy, Happy, and Erza all sweat dropped in annoyance. "We helped save Ben and take down the Rabid Weasels too, yah know." Lucy muttered, exasperated.

Natsu seemed to ignore Lucy's comment. "And for my first favor, I demand a rematch on two conditions. One, you can't go Cannonbolt again. And two, you can't use that neuro grip thingy!" he proclaimed.

Erza placed her smoothie down on the bar counter and stood up, glaring at the pink haired wizard with glowing red eyes. "Natsu," she growled, "What did I say about fighting at the Guild?"

"Hold on Erza," Ben held out his hand in front of her. "I hate to admit it, but Natsu's right."

"HUH?!" Every single wizard said; shocked at what Ben had just said. The Fairy Tail mages all began murmuring with each other.

"I don't believe it." Droy said. "Did Ben really just say that Natsu was right?"

"Believe it or not, he did." Jet replied.

"That's a first." Levy noted.

"What? What do you mean he's right?" Erza inquired sternly.

Without glancing back, Ben answered, "Natsu did help save me from the Rabid Weasels while I was powerless and defenseless. I think it's only fair that I oblige him."

"I can't let you two fight here and cause more damage than we've already inflicted." Titania stated.

The Omnitrix hero looked at her, and whispered, "Don't worry. This'll be quick and I promise not to wreck anything. Trust me." He gave her a confident wink.

Erza starred hard at Ben; after a moment, she sighed heavily and gave her approval with a nod. If things were to get out of control, then she'd step in; however, she was interested in seeing the outcome of the fight between the shape-shifter and Dragon Slayer. After all, she did unfortunately miss the first time Ben and Natsu fought. This might be fun.

Ben smiled in thanks and turned to look straight at Natsu. "Okay, Natsu. I accept your challenge…again."

"ALL RIGHT, I'm all fired up!" Natsu bellowed; the flames coursing around him intensifying.

"Are they seriously gonna fight again?" Lucy asked fearfully.

"Aye, this'll be fun." Happy replied, chewing on a fish.

Gray smirked. "I'll say. Watching Natsu get his butt kicked is always fun,"

"WHERE ARE YOUR CLOTHES?!" Lucy demanded.

True enough, Gray had stripped down into his boxers within the blink of an eye. "CRAP! Not again!" He cried.

Ben pulled up his sleeve and activated the Omnitrix. Any wizard close by quickly stepped away from the imminent fight about to take place. Erza stood by with her arms folded over her breastplate, eyeing the two keenly; more specifically, Ben.

As Ben scrolled through his playlist, he grinned cockily. "You remember how I had to transform a few times to beat you before, Natsu? Well, not this time. I've got the perfect form to take you down quickly."

"We'll see about that!" Natsu retorted, charging at Ben with his fists shrouded in flames.

When he found the alien he wanted, Ben slapped down the Omnitrix dial. In a flash of emerald, standing in Ben's place was a large, bulky humanoid with reddish-brown, rocky skin. It also had a giant mouth and a molten red core on its stomach. It wore black shorts with green stripes and a green belt with white stripes. The Omnitrix symbol was positioned on its forehead.

Natsu leaped at Ben with his fist cocked back. **"Fire Dragon Iron Fist!" **

However, just meters before Natsu's flaming fist could make contact, Ben held out his hand. Suddenly, all the momentum Natsu gained was lost as he stopped in midair. The Fairy Tail wizards were intrigued with this new form they hadn't seen before. Erza was the exception as she smirked slyly, realizing what Ben was planning.

"Hey!" Natsu shouted, shocked and confused. "What's going on?"

"I don't think you've been properly introduced to **Gravattack**. Now, about I take you for a spin, Natsu?" Ben quipped, grinning impishly.

Before Natsu could comment, everyone was taken by surprise when Gravattack levitated in the air and rolled his body into a rocky planetoid shape. Gravattack used his gravikinesis to pull Natsu into an elliptical orbit around his body. The Omnitrix teen increased his pull on Natsu and before long the Dragon Slayer was being spun around him at insane speeds until he was nothing but a blur.

"Whoa," Macao murmured, impressed. "He's spinning Natsu around really fast."

"Yep," Wakaba replied, taking a puff from his pipe. "That should do it."

"I've never seen that form before." Lucy noted with wide eyes. "What's he doing to Natsu?"

"That form is called Gravattack." Erza explained, gaining the attention of Lucy, Gray, and Happy. "He's using his control over gravity to trap Natsu in his gravitational field and spin him around very fast."

"He's using Natsu's motion sickness against him again." Happy said cheerfully.

"Wow," Gray commented, "this guy never ceases to amaze."

After a moment, Gravattack unrolled back to his bipedal form and let his feet touch the ground again. He stopped spinning Natsu around him and held him in place a few meters in front of him. Natsu's face had turned a sickly green and his eyes were spinning. He looked ready to hurl at any moment.

"I think you've had enough." Gravattack said.

Natsu only groaned in response. Ben was about to let go until he spotted something. Floating above Natsu were two bricks. It appeared that they had gotten captured in his orbit along with Natsu. Ben smirked as a mischievous idea came to mind.

Gravattack dropped Natsu to the ground in a dizzy heap. Natsu tried to get up, but when the two bricks fell onto his head, he collapsed back to the ground. A couple red bumps sprouted from his head as he laid there, groaning. Natsu had been knocked out.

Everyone present who had witnessed the one-sided fight burst out into laughter. After all, seeing Natsu get beaten so quickly was an uncommon sight. The only mages in the Guild who had been known for defeating Natsu that fast were Erza and Gildarts, the latter was someone Ben still didn't know about; however, Laxus and Mystogan were also candidates who could defeat the Dragon Slayer easily.

"Way to go, Natsu!" Gray taunted.

"Yeah! Guess we know who the _real_ man in this Guild is!" Elfman added, holding his sides from laughter.

Gravattack tapped the Omnitrix on his forehead and, in a flash of green, transformed back to Ben. He stood tall with his arms folded over his chest and adorned a confident smirk. "Guess I win." Ben said.

"Wow," Wakaba gaped, "he actually beat Natsu in less than a minute!"

"Why didn't he just use that form the first time?" Macao wondered.

Erza took her smoothie and sucked down the remaining contents, making sure to drink slowly. Once the glass was emptied of its divine substance, she sat it back down on the counter and approached Ben.

"Impressive," Erza complimented, "using your opponent's weakness to your advantage."

Ben shrugged. "No big deal. I did it the last time too. Only I used Cannonbolt instead."

Erza allowed a smile to cross her lips. _'I like it when a man is modest. However, I believe he is more powerful than he is letting on.'_

"Then perhaps you'd like a greater challenge than Natsu." Erza offered.

Ben blinked and lifted an eyebrow in confusion. "Huh? What do you mean?"

Erza smirked. Watching Ben defeat Natsu effortlessly was entertaining; however, it left the redhead wondering how powerful Ben really was. She knew there was only one way to find out how to truly measure Ben's strength.

Suddenly, Erza summoned a silver magical sword into existence, and with quick reflexes, she pointed the tip of her blade at Ben's throat. The brunette's eyes had widened in surprise as he held up his hands in a placating gesture.

Ben chuckled nervously, and said, "Are you really doing this again?" He was of course referring to the time when Erza had her sword pointed at his neck on Galuna Island.

The Fairy Queen's expression turned serious as she honed her brown eyes on him. "Ben Tennyson," announced Erza, "I challenge you to a one-on-one battle."

All the present Fairy Tail wizards gasped in shock and began talking to each other.

"Whoa," Wakaba remarked. "Erza never challenges anyone; it's usually the other way around."

"More specifically Natsu," Macao mentioned.

"I can't believe it!" Lucy gaped. "Did Erza really just challenge Ben?"

"Aye," Happy said, "Erza doesn't kid around when it comes to a fight."

"Two of the most powerful people in Fairy Tail duking it out," Gray paled a little. "This might get messy."

Ben blinked a couple times and looked at the redhead in confusion. "You want to fight me? Why? You still mad about the brain freeze? Look, I tried to warn you but…"

"No," Erza interrupted, "It's nothing personal at all. I just want to gauge how powerful you really are, and there's only one way to test that."

"C'mon Ben!" Elfman routed. "If you're a _real_ man than you'll accept the challenge!"

Soon, more Fairy Tail wizards began to gather from the construction site and cheered for Ben to accept the challenge. Ben looked between all the mages before returning his gaze back to Erza, who still had her blade pointed at his throat.

"How about it, Tennyson? Will you accept? Or are you scared?" Erza smiled teasingly.

Ben's trademark confident grin spread on his face. Though he knew she was teasing him, there was no way Ben was going to let her get away with that. If this mage in armor wanted to fight him, then he would oblige her. Besides, with everyone behind him rooting for him to accept, how could he disappoint them?

"Alright Erza," Ben said juvenilely, "you're on! I accept."

Erza pulled her sword away from Ben's throat, a smile gracing her lips. "Excellent. We'll fight first thing in the morning."

Immediately, everyone broke out into applause. They had all been hard at work for the past couple weeks repairing the Guild Hall. Now, they had something entertaining to break the monotony. Everyone was excited; first thing tomorrow morning, they would witness the fight between the Queen of the Fairies and the Bearer of the Omnitrix.

'_Although, was the sword really necessary?' _Ben thought.

A moment later, Natsu finally overcame his vertigo and returned to his feet. He grinned hungrily; though he was still nauseous at the time, he had overheard Ben accepting Erza's challenge. Needless to say, like the others, the Dragon Slayer was eager to see the fight too.

"Hey Natsu!" Gray called out.

Natsu's smile turned into a frown from hearing Gray's voice. He turned to face his rival sitting at the bar area. The ice mage held up a large mug of strawberry smoothie, and then motioned to another sitting on the counter right by him.

"I bet I could finish my smoothie before you finish yours." Gray dared; a cocky smirk on his face.

Natsu growled and clenched his fists in anger. No way could he turn down a challenge from the ice prick. The pink haired wizard rushed over and grabbed the other smoothie mug.

"You're on!"

They both lifted their mugs to their lips and chugged the smoothie contents down; however, Gray was the fastest to drink his. He sat the mug down, a triumphant grin on his face. Thanks to his ice powers, he was immune to getting cold. That also meant he was impervious to getting a brain freeze.

Unfortunately for Natsu, when he got to the halfway point, his eyes widened as sudden, agonizing pain struck his head.

He fell to the floor, twitching from the severe brain freeze.

Gray smirked, and commented, "Idiot."

Lucy, who was sitting close by, remarked, "A little harsh, don't yah think?"

The black haired wizard shrugged nonchalantly. "What? I didn't know he had a brain to freeze."

…

The next day, around seven-o-clock, all of Fairy Tail was gathered in the courtyard. Everyone was geared up and greatly excited for the fight about to take place. Many had beer or smoothie mugs in their hands, some prattled about random things, and others were placing bets to predict the winner. Cana, of course, was taking everyone's bets.

But there were two important people missing from this scene: Ben and Erza. The two powerhouses were found when they stepped out from the bar area, both carrying a smoothie. Ben couldn't help but smirk. Though everyone had liked his creation, Erza seemed to love them more than anyone else. The teen hero was just happy that there was finally someone who could understand his love for smoothies.

However, before the fight could begin, a man ran into the courtyard. He was small in stature, roughly five foot four and very rotund. His hair was black and shaggy, his face was round, and his eyes were dark green. He wore blue trousers, a white button up shirt with a blue vest to go over it. Everyone looked at the man in bewilderment.

The man ran up to Ben and Erza, who were standing in the middle of the crowd. He was breathing heavily, his face covered in sweat. His hands were on his knees as he struggled to catch his breath. It was obvious this man, whoever he was, was definitely out of shape.

"Um, hi. Who are you?" Ben asked.

"I…am…Travis…the mayor's…assistant." He gasped for air in-between pauses. "I have come…to deliver…a message. The mayor heard of this fight…and…has forbidden you two from…fighting…in Magnolia."

"HUH?" everyone, besides Ben and Erza, remarked.

"Can't fight?! What do you mean they can't fight?" Nab, a Fairy Tail mage, shouted.

"The mayor…knows how powerful Ms. Titania here is, and…he's heard that this one…here," he pointed at Ben, "can change into a humungous titan. The damage these two…could cause is unthinkable."

"Do not worry, sir," Erza said politely. "I wasn't intending on having the fight here. We will fight at my training ground. It's a large open area in the East Forest and a couple miles away from Magnolia. The town will be safe."

Travis the messenger blinked a couple times. He let out a long groan before he collapsed to the ground, realizing he had run all that way for nothing.

…

An hour later, the Guild had relocated to Erza's training ground as she instructed. Most of them were annoyed that they had to pick up and walk a couple miles outside town; mainly because beer kegs were very heavy. However, the rational wizards such as Makarov, Lucy, Gray, and Mirajane understood why the fight would need to be held somewhere secluded. Others, like Natsu, were a different story.

Erza's training ground was a large open area of grass and dirt in the middle of the lush East Forest. The long grasses had been cut short, no doubt from Erza and her continuous training. The wizards of Fairy Tail were gathered around the southern rim of the area, giving Ben and Erza plenty of room.

"Ugh!" Natsu ignited flames around his body in anticipation. "C'mon, let's get this fight started already!"

From across the crowd, Cana was sitting on a wooden crate. A barrel of beer was by her side while she gathered bets from other members in the Guild. Nearly everyone was betting on Erza to win. Natsu and Gray were among that group; though they knew Ben was powerful, the duo still had doubts he could beat Erza. After all, this was the girl that had tormented them and haunted their nightmares ever since they were kids.

Master Makarov, Cana, and Happy were part of the small group that betted on Ben.

"Keep your shorts on!" Cana shouted at Natsu. "I still got people placing their bets."

Macao and Wakaba walked up to the brunette drinker and placed their bets. Macao wagered three hundred jewels for Ben to win in less than five moves while Wakaba betted two hundred jewels that Erza would win by only having to re-quip twice.

"Man, it's no wonder I get rich off you, Wakaba." Macao said smugly. "Erza can't win. All Ben has to do is change into that titan form and step on her."

As Mirajane walked by, she overheard Macao's statement, and mentioned, "Ben won't change into Way Big, Macao." It was true. Right before the Guild left for Erza's training area, Ben made it specifically clear that he would not transform into Way Big.

Macao seemed to have forgotten. His confident demeanor seemed to deflate from that realization. Wakaba grinned at him, taking another puff from his pipe. "Which means Erza's gonna wipe the floor with him."

Macao glared back at the smoking wizard, and countered, "Don't count on it, pal! Remember he still has like seventy other Take-Overs."

Meanwhile, Natsu, Gray, and Lucy were standing together. The former two waited in anticipation for the fight. Lucy, however, wasn't as thrilled.

"I don't know if this is such a good idea." Lucy said nervously.

Gray cocked a brow as he looked at her, confused. "What do you mean?"

"I mean, what if Ben and Erza hate each other after this? What if this breaks up our team?" the blonde mage pointed out.

Natsu laughed and dismissed her fears. "Why are you getting so worked up, Luce? It's just a fight. They're not gonna hate each other."

"Yeah," Elfman approached and stood behind them, standing tall. He folded his arms over his massive chest, a serious expression on his face. "Besides, they have to do this to prove their manhood."

Lucy sweat dropped. "Erza's not a man, Elfman."

"Although," Gray implied, "you gotta admit that she _is_ manly."

Happy landed on the ground and faced the group, more specifically, Lucy. "So Lucy, who'd you bet on?"

"I didn't bet on anyone! I don't want either of them to lose!" the Celestial mage cried.

"Geez," Natsu muttered, "you're no fun. Wouldn't hurt to lighten up and live a little."

Happy looked up at Lucy's shoulder and had a thought. He sprouted his wings and flew behind her. The blue cat looked at his paw and then at the blonde mage's shoulder. Out of curiosity, Happy began smacking his paw into Lucy's shoulder.

Lucy turned to him; at first, confused by Happy's actions. However, she soon realized what he was trying to do. "Are you trying to use that neuro grip on me!?" She shouted angrily.

In the middle of the field, at least fifty yards away from the assembled Fairy Tail wizards, Ben and Erza were facing each other, separated by about ten yards. Both opponents wore a smile of confidence and stood calm and collected.

"You ready for this, Erza?" Ben asked. "Don't think just because you're a girl I'm gonna go easy on you; not when you're the strongest woman in Fairy Tail."

Erza smirked. "I would expect nothing less from you. And I must warn _you _Ben, I won't be going easy on you either."

"Perfect," Ben grinned.

"All bets are in!" Cana shouted.

Once Master Makarov heard Cana's announcement, he took a few steps in front of the crowd and raised his hand. "Begin!"

Ben swiftly activated the Omnitrix and already found the icon he wanted. "How about I start this off with an old favorite?"

When the core popped out he slapped it back down. His body was shrouded in brilliant emerald light. As it died away, standing in Ben's place was a tall, humanoid figure that seemed to be made of magma. His head was surrounded by fire, and his hands were oversized; the Omnitrix dial was on his chest.

"**Heatblast!" **He shouted in a deep, raspy sounding voice.

Everyone looked at the fire-man with intrigue and slight awe. It wasn't every day you see someone completely made of fire. In the crowd, Natsu grinned brightly. He remembered Heatblast from Galuna Island and immediately thought he was awesome.

"A warrior made of rocks and fire, quite interesting." Erza comment, she then smiled. "But I have the perfect armor for this situation."

Suddenly, her body was covered in golden-white light as her Heart Kreuz outfit disappeared. When the light faded, she was clad in an armor that was primarily dark red but also sported orange and black parts, with the first ones being shaped like flames and the second resembling the limbs of a Dragon. Her bright scarlet hair was tied into a pair of high, long pigtails. In her right hand was a long red, flaming sword.

"Flame Empress Armor," Macao said, "good choice for fighting someone who's made of fire."

"That means that Ben's fire attacks will only be half as powerful." Happy noted.

Heatblast overheard Happy's statement, and smirked. "Only half as powerful, huh? No biggie. That means I can turn the heat up as much as I want!"

Lucy tapped her chin in thought. "You know, that line sounds familiar."

"All right," Heatblast took a fighting stance. "I'll start this off! Take this!"

He summoned fireballs in his hands and threw them straight at Erza. The Fairy Queen stood stationary, not attempting to dodge the attacks. She held out her crimson sword and deflected the fireballs with ease. She then collected fire along her sword, reared back her sword, and unleashed a powerful fire wave at her opponent.

The Omnitrix bearer held out his hands and concentrated. To everyone's surprise, Heatblast absorbed the attack into his hands, making his body burn brighter.

"He can absorb fire like Natsu!" Lucy said, stunned.

"That was unexpected." Gray added.

Seeing that distance-attacks were to no avail, Erza crouched low and leapt at Heatblast to engage him in close-quarters. Her Flame Empress outfit allowed her the ability to fly for short distances.

Ben discharged a torrent of fire from the soles of his feet, causing his body to blast forward like a rocket. Heatblast intensified the flames in his fists whilst Erza gathered fire on her sword. When the two collided, a shockwave was created while an inferno erupted and engulfed them both.

The Fairy Tail wizards were transfixed on the scene, watching anxiously. When the smoke finally cleared, Heatblast and Erza could be seen standing in a shallow crater a few yards apart. Gray haze of smoke was billowing from the rim and cracks in the earth.

The wizards could see that Erza had a few minor dark marks on her torso and dragon-like gauntlets, other than that she was relatively unharmed. Heatblast had a small, minor gash on his chest from Erza's sword; however, to their surprise, they could see that the gash was steadily healing itself.

"Wow! After an explosion like that they're unharmed?" Lucy gaped.

Heatblast lit up his hands with fire and shot the flames around his feet. To everyone's surprise, a chunk of flaming rock hovered off the ground with Heatblast standing on top.

"He can make flaming rock platforms to fly on?" Gray said, shocked.

Natsu grinned. "That's so cool!"

"Aye," Happy agreed.

The Pyronite looked down at Titania Erza; needless to say, she was impressed by this telekinetic ability Heatblast seemed to possess.

"Aerial superiority. You're going down, now!" Heatblast began throwing a barrage of fireballs at Erza.

With a few swipes of her sword, she easily parried his attacks once more. Erza leapt in the air and gathered flames on her blade. When she reared her weapon to its zenith, she let out a fearsome cry as she discharged a wave of fire at Heatblast again.

Ben swiftly outmaneuvered the fire wave and surfed in a circle around Erza. Giving it one last shot, Heatblast brought his hands together and discharged a humungous blazing blast at his opponent. The earth erupted once more into a conflagration. A small cloud of dust and smoke arose from the spot.

Heatblast stared at the billowing aftermath, watching for any signs of movement. Without warning, a red blur leapt out from the smoke and struck Heatblast's platform, promptly destroying it. As Ben fell back to the ground, he grunted when a pair of armored boots kicked him in his torso. He looked up to see Erza above him.

The Pyronite collided with the ground hard, throwing up another dust cloud. The Fairy Tail wizards all focused on the smoky spot. For a moment, nothing happened. Suddenly, the billowing cloud was blasted away when a giant pillar of flame shot from the cloud.

The flaming torrent sent Erza sliding across the ground for a few meters until she came to a stop. She held up her sword, ready to attack. Heatblast jumped from the crater he and Erza made, and to hers and everyone else's shock, he was unscathed.

"I don't understand." Erza said. "How could you possibly not have the slightest injury after that attack?"

Ben smirked. "I'm a pyrokinetic being now. You'll have more success trying to drown a fish in water than you will defeating Heatblast with fire."

"Aye sir," Happy shouted, "I love fish!"

Erza narrowed her eyes at the magma-man. "I see."

Heatblast stomped his foot on the ground. Shockingly, four boulders blasted from the ground and levitated in the air. He increased the temperature of the rocks drastically until they became flaming hot, molten rocks.

Heatblast flashed a cocky grin. "Also, I have a bit of geokinesis as well."

The wizards of Fairy Tail were shocked and stunned by this amazing ability. It appeared that Heatblast was as good at manipulating fire as Natsu was, much to the Dragon Slayer's annoyance.

"Try deflecting these!" Heatblast shouted as he threw the molten boulders at her.

Erza crouched low and jumped forward. She cocked back her flaming sword and destroyed the first magma boulder. Using the second magma rock as a springboard, she propelled herself forward. Erza cried out as she unleashed a powerful wave of fire at the last two magma rocks. Fire and burning rocks was scattered across the area as a result from the rocks' destruction.

Ben's eyes widened. He had no idea that her armor and sword was that strong. Heatblast was so lost in his musings he was almost struck by Erza's sword; however, at the last moment, he back-flipped to avoid Erza's vertical swipe. Her blade cut deep into the ground as fire erupted from beneath her.

When Heatblast's feet hit the ground again, he took a stance and focused on Erza. Both opponents stood still, ready to engage at a second's notice.

The Fairy Tail mages looked on in excitement. So far, the fight was turning out to be good.

"Whoa, this fight is awesome!" Natsu said; a bright grin on his face.

However, a certain ice wizard seemed to be less amused by the battle.

"This fight sucks." Gray folded his arms over his chest. "They're at a stalemate. Neither one can hurt the other."

Makarov, who was sitting on a beer barrel not too far away, turned to Gray. "Wait for it, Gray. Those two are just getting warmed up…literally."

Erza made the first move as she leapt straight for Heatblast at an incredible speed, her sword reared back. Nevertheless, the Omnitrix hero was ready as he grabbed her blade with his fiery hand. Using his free arm, Heatblast punched Erza in the torso, making her slide back a few meters.

The Fairy Queen winced in pain as she coughed out a bit of spit. She definitely felt the strength behind that punch; however, Erza had a sneaky suspicion that Ben was holding back.

'_This is pointless.' _Ben thought. _'Even though she can't hurt me as Heatblast, I can't seem to hurt her while she's in that flame armor. I'm gonna have to change it up.' _

Heatblast created another fireball in his hand and threw it at Erza's feet. The explosion of fire and smoke provided a distraction for Ben to slap the Omnitrix dial. As Heatblast was engulfed in emerald light, the Fairy Tail wizards immediately knew that Ben was changing forms.

When the green light died away, standing in Heatblast's place was a seven-foot-tall, bipedal Sasquatch-like being with yellow fur and black fur on its lower legs and arms, hips, and head. It has two bolts on either side of each wrist, gray hands and feet, and three yellow horns that looked like the horns of a trident. The Omnitrix dial was displayed in the center of its green and white belt on its waist.

Ben looked at himself and smiled. "**Shocksquatch**? Okay, eh." He spoke in a raspy, Canadian voice.

Erza eyed this new transformation peculiarly. She, along with the others, had never seen this form before. She arched a brow, wondering what its capabilities were. Erza got her answer when Shocksquatch's fur stood up as his body lit up with electricity. After a moment, Shocksquatch got to a knee and held out his right arm, firing a powerful bolt of electricity at Erza.

The Fairy Queen was quick to jump high to avoid the attack, letting the bolt strike the ground where she had been previously standing. Everyone was shocked and impressed by Shocksquatch's electrokinetic abilities. It reminded them of a certain powerhouse of a wizard that happened to be the master's grandson.

When Erza's feet touched the ground again, she shouted, "Re-quip!" Suddenly, her form was bathed in golden-white light again.

After the flash faded, Erza had donned an armor that was gold and light bluish in color. The breastplate was lined with golden trimmings, and had thin plates extending upwards to surround her neck. Adorning her head was a yellow band with two yellow ribbons on it. Erza's hair was stylized in a long braid. In her right hand was a long spear that had a very large blade and a decorated circle resembling a shield attached to the shaft.

"What kind of armor is that?" Lucy asked.

"That's Erza's Lightning Empress Armor." Happy answered. "It grants her the ability to counter and attack her enemies with lightning."

"Which means she can counter Ben's lightning," Gray deduced.

"Ooh, nice getup." Shocksquatch said, popping his knuckles. "What yah plan to do with that outfit, eh?"

Erza smirked. "I'm glad you asked."

She held her spear out in front of her, pointing it straight at Ben. All of a sudden, bluish-white energy began to accumulate around the tip of the spear. A moment later, a Lightning Beam discharged from the spear's tip.

Shocksquatch dodged to the left just in time before the energy blast fried the spot where he had been standing. Erza jumped in the air and hovered in place. She aimed her spear and fired more volleys of Lightning Beams at her adversary. The bigfoot-like alien was on all fours, running in a zigzag pattern to dodge her attacks.

Ben then went on the offense as he changed course and charged directly at Erza. Using his arm and leg muscles, Shocksquatch propelled himself toward her with his electric-charged fist reared back. With her trained reflexes, Erza ducked the attack and let Shocksquatch fly over her.

Still in the air, Shocksquatch turned his body to face her and, shockingly, released a powerful blast of lightning from his mouth!

Erza spread her legs to give herself a wide base and then shoved her spear into the ground in front of her. A red magic circle appeared but was then replaced by a dome-shaped shield of blue energy. Shocksquatch's attack was quickly absorbed by Erza's Lightning Shield.

When Ben landed back on the ground, he was moderately surprised that Erza had blocked his attack. Shocksquatch clenched his fists and charged forward, running on all fours again. Erza held out her spear and fired a Lightning Beam; however, the Sasquatch-like being swiftly jumped over the blast.

Shocksquatch descended towards the redhead, his fist once again cocked back and surrounded by bursts of electricity. The Fairy Queen instinctively jumped back just as Ben punched the ground, causing a small tremor. Shocksquatch ran at her again and threw a right jab and then a left hook at Erza, both charged with electricity.

Erza dodged each blow and counterattacked by jumping up to send a forceful kick into Shocksquatch's chest. Thanks to her Lightning Empress Armor, she was protected from Shocksquatch's electric-charged body.

The lightning-powered alien slid back for a few meters, his feet scraping a trail in the dirt. He returned his gaze to Erza, who had leapt back in the air and hovered there. Another red magic circle appeared at the tip of the spear. Erza cried out as multiple bolts of blue electricity fired from the magic seal and struck Shocksquatch. As a result from her Lightning Cyclotron attack, the ground shook while a cloud of dust and rock was thrown up.

"Well, I guess that does it then." Wakaba said. He turned to Macao with a smug expression. "Now, why don't you go ahead and pay up."

Macao glared back at the smoking wizard. "No way! Wait until the dust settles and we'll see for ourselves what happened."

Erza came back to earth and looked into the dust cloud, searching for any sign of her opponent; however, the dust-choked air was obscuring her line of sight.

'_I can't see him yet, still…' _Erza thought, _'that attack should've taken him down.' _

Without warning, an emerald light flashed out from the cloud. A blue and black-skinned moth-man abruptly flew out from the cloud and toward the redheaded mage.

"**Big Chill," **Ben announced eerily.

Erza was caught by surprise when Big Chill inhaled deeply before he exhaled an icy breath attack upon her. The Fairy Queen had no time to react before her body was encased within a chunk of ice. The crowd of wizards who were there when Ben first fought Natsu quickly recognized Ben's current form. It was the moth-man that seemed to have ice powers.

"The moth guy with ice powers," Gray said. "I was wondering if he'd change into him."

Natsu scoffed. "I like Heatblast better."

The ice wizard glared back at the Dragon Slayer. "Of course you would, dragon breath."

"WHAT'D YOU SAY?!" Natsu exclaimed angrily.

All of a sudden, the ice that Erza was entrapped in shattered outwards. Titania had re-quipped into her Black Wing Armor. She looked up in the air at Big Chill with her lethal looking sword held out in front of her.

"Ice powers? Very impressive," Erza admitted, "but it's nothing that I can't handle."

Big Chill smirked through his clenched teeth. "Is that so? Well then, I guess it's time I step up my game."

He slapped the Omnitrix dial on his chest again; this time, four spikes popped out as another green light enveloped Ben's body. The only noticeable change to Big Chill was that his body color changed to an assortment of red, orange, and yellow to give him a fiery appearance.

"**Ultimate Big Chill," **Ben shouted.

Ben extended his arm and fired a stream of flames out from his hand. Erza was quick to take to the air to avoid the attack; however, what she didn't notice was once Ultimate Big Chill's fire hit the ground, it suddenly turned into ice!

While in the air, another golden light enveloped Erza's body. When the light died away, she was attiring her Flame Empress Armor.

"Bad move, Ben." Erza said as she flew at him, her sword reared back. "Did you forget that I can counter fire attacks?"

"Oh, I didn't forget." Ultimate Big Chill rasped. "I was actually setting you up…for this."

The hyper-evolved Necrofriggian inhaled deeply before exhaling a powerful torrent of fire at his opponent. Erza, who looked unworried, held out her sword and absorbed the flames into her blade. However, her apathy immediately vanished when the flames she absorbed transformed into ice.

"What?! ICE?!" Was all Erza managed to say before her body was completely trapped in a thick chunk of ice, and fell to the ground.

The eyes of every Fairy Tail member bulged open in shock and disbelief. Makarov's eyes had widened a bit in interest and surprise.

"Whoa," Wakaba remarked, "his fire just turned into ice!"

"How can that be possible?" Macao added, shocked.

"Hey, by the way," Cana said to Macao and Wakaba, "you two owe me money. So pay up."

"WHAT?!" Wakaba and Macao shouted in unison.

She pointed at Wakaba. "You said Erza would only have to re-quip twice to beat Ben. She's re-quipped four times now." The Guild's heaviest drinker then shifted her attention to Macao. "And you bet Ben would beat Erza in less than five moves. You both lose."

Macao and Wakaba's shoulders slumped as they moaned in defeat. The duo began digging into their pockets for money.

"Fire that freezes things? How does that work?" Lucy wondered.

Natsu clenched his fists and stated indignantly, "Fire is supposed to burn stuff!"

Ultimate Big Chill smoothly landed back on the ground and folded his wings over his body, giving it the appearance of a fiery cloak. "Actually," Ben explained, "it's not really fire. It's plasma that sucks the heat out of…"

All of a sudden, the Omnitrix bearer was interrupted by the sounds of shattering ice. He turned back to Erza to see that she had broken free from the ice chunk.

"Oh…right, the fight." He muttered. "All you need to know is that it is fire so cold it burns."

Erza stared hard at Ben as she held up her flaming sword. "Fire that turns into ice," she commented. "I must admit that's quite peculiar, but remarkable."

"There's plenty more where that came from." Ben replied in an eerie whisper. He cocked back his head before unleashing another fiery breath attack at Erza.

She was quick to dodge to the side, and she crouched low and leapt forward at a breakneck speed. Erza cried out, prepared to slash her opponent; however, to her shock, she and her sword went straight through Ultimate Big Chill's body. When she landed behind him, ice began to form on her blade and armor.

Erza shivered madly for a moment before she ignited the flames on her weapon and armor to melt the ice. Ben turned around to face her, a smug expression on his face.

"Intangibility," Ultimate Big Chill said, "nothing you attack me with can touch me."

The Fairy Queen narrowed her eyes as she honed in on the hyper-evolved Necrofriggian. She didn't show it, but she was astonished by this new ability.

"You might wanna consider giving up, Erza." Ben suggested. "I can handle any armor you throw at me."

Erza thought over Ben's words and realized he was right. There was no way she could combat Ben's current form; at least, not with her current armor. Suddenly, a devious, outside the box type of idea entered Erza's mind. She did possess one suit of armor that could take Ben by surprise and shift the tide in her favor.

However, it was a suit that she had yet to try out and she was saving it for private purposes. But in this situation, against a formidable powerhouse of an opponent like Ben, she decided to make an exception.

Erza felt her face flush a little, knowing what she had to do. "Is that so? Well," her body was shrouded in gold light again.

When the flash died away, Erza was wearing a daring maid outfit composed of a long white apron that was tied behind her neck and back, worn over her bare chest, and revealed much of her breasts' sides. She had adorned a pair of long fishnet stockings that reached up to the middle of her thighs, pair of dark panties that exposed much of her buttocks, and a maid's hat. Ribbons were tied around her arms, and sported heart-shaped elbow guards. In her right hand was a sword with the words "Come on Boy" emblazoned on the blade. This was Erza's Seduction Armor.

"How about this?" Erza said huskily.

All of the men present were left dumbstruck and starred at Erza in a hypnotized manner with drool trailing from their mouths. The sounds of wolf whistling could be heard from every corner of the crowd.

"Oh WOW!" a Fairy Tail mage cried out. "Erza's hot!"

Even Master Makarov was drooling in excitement from the sight of the sexy outfit.

The females of Fairy Tail, however, were absolutely shocked. Their faces had paled and their jaws had dropped to the ground.

"W-w-hat is that?" Lucy stuttered; her face had gone white.

"I think that's her Seduction Armor." Happy responded.

Natsu and Gray were both wide eyed and were stammering incoherently. The sight of the woman they most feared wearing a _very_ revealing outfit was causing them to spaz out of control. Finally, the Dragon Slayer and ice wizard closed their eyes and collapsed to the ground, twitching.

Ultimate Big Chill's eyes went wide from shock. If he were human, a shocked, dumbfounded expression would be plastered on his face. No matter how much Ben's rational side told him to turn away, he just couldn't. His body was frozen like a statue and his eyes were locked on Erza's sexy body.

Erza smirked, realizing that her plan had worked. Within a blink of an eye, the Fairy Queen summoned a large metal mallet and leapt at Ben with a battle cry. Before the teen hero could process what was going on, he was struck in the face by Erza's mallet.

The blow sent the hyper-evolved Necrofriggian careening back thirty meters. He hit the dirt hard and rolled a few times before coming to a stop on his chest. Ultimate Big Chill used his arms to steadily lift his head off the ground. Getting hit by a hammer and rolling across the ground had snapped Ben out of his hypnotized state. He focused his gaze on Titania and glared at her.

"Now that's just playing dirty." Ultimate Big Chill remarked sourly.

In a gold flash, Erza re-quipped into her usual Heart Kreuz attire. She held her sword loosely in her right hand and rested her left one on her hip. She grinned at her opponent in a mischievous manner.

"You sure handled that armor pretty well." Erza mocked.

Ultimate Big Chill narrowed his eyes at the armor-shifting wizard. "Oh yeah," he said, "Well, two can play that game."

Ben exhaled a torrent of flames at the ground between him and Erza. The moment the fire hit the ground, it turned into a frozen, spiked barrier. He tapped the Omnitrix dial again and, in a flash of emerald, turned into an eight-foot-tall green, plant creature that stood on four, vine-like legs, Venus flytrap-like flaps on each side of its head, and had a single green eye. On its waist was a green and white belt with the Omnitrix dial in the center.

"**Wildvine," **Ben said in 1960's hippie voice.

"He can change into another plant guy?" Gray asked, lifting a brow in curiosity.

"Isn't that Swampfire dude enough?" Natsu added.

Suddenly, to the shock of the Fairy Tail mages, Wildvine instantly dug himself into the earth. He burrowed through the ground with ease until he was right below Erza. Erza was taken by surprise when multiple green vines sprouted from beneath her feet and wrapped around her legs and waist.

The vines pulled Erza into the ground. A moment later, Wildvine busted out from the earth in the center of the training ground. His fingers had stretched out into long, vine-like tendrils to wrap around Erza's body.

Wildvine smirked, taking notice of the dirt and grime all over her body and armor. "You're not the only one who can play dirty."

Erza ground her teeth together as she struggled to break free, but the vines were just too strong for her to physically break through.

"Re-quip!" She shouted. In a flash of golden-white light, she had suited up in her Heaven's Wheel Armor.

Without warning, in a flash of white, Erza had summoned nearly a dozen magical swords. Using her telekinesis, she had the blades slash every part of Wildvine's tendrils until she was finally freed. She flew back to put distance between her and Wildvine, who's arms and fingers were instantly regenerating.

Wildvine brought his head up, only to see Erza summoning more swords around her.

'_That can't be good.' _Ben mused.

After gathering at least thirty swords, Erza soared at Wildvine with two blades in her hands; however, the other weapons she summoned remained behind. Wildvine picked off a couple onyx pods from his back and threw them at Erza. The Queen of the Fairies evaded the pods as they exploded behind her.

Erza held out her swords and slashed Ben in an X-shaped pattern. The Florauna held up his forearms in a feeble attempt to block her attack, only to have his arms cut off again. The redheaded mage then flew off, and yelled, **"Scattered Petals!"**

All of a sudden, the thirty swords Erza had re-quipped before glowed in silver-white light before they shot at Wildvine like bullets. Wildvine was bombarded by the magical blades and promptly cut into many green pieces that lay scattered across the ground.

Quite a few wizards in the crowd watching the fight cried out in horror, thinking that Erza had just killed him.

"OH CRAP!" Macao yelled with wide eyes. "She killed him!"

"I knew she'd pummel him, but I didn't think she'd go that far." Wakaba said, shocked.

"WAIT!" Gray shouted. "LOOK!"

The crowd turned their attention to where Gray was pointing and gaped in astonishment. The green, chopped up pieces started moving and converging into a big pile of green material. In a few seconds' time, the pile reformed into Wildvine. The plant-alien rubbed the side of his head and closed his singular eye.

"Whoa. That was a rush, man." Wildvine commented.

Erza landed several yards in front of Wildvine; her eyes wide in amazement. She knew Ben would regenerate; otherwise, she wouldn't have performed that attack, but Erza didn't expect him to heal that quickly.

"Very impressive," Erza complimented.

Wildvine pulled some more pods from his back. "Well, if you thought that was impressive, then how about this?"

He tossed the pods at her, but she swiftly jumped in the air to avoid them as they ignited into an inferno on the ground. The Florauna picked off more seeds from his back and threw them at the redhead. Erza summoned more blades out of thin air and launched them to intercept the pods, causing a series of explosions.

Using the smoke cloud between them as a distraction, Erza slashed her two blades in a delta formation. **"Trinity Sword!"**

A silver-white energy wave took the shape of a triangle and shot toward Ben. Wildvine quickly burrowed into the ground feet first to elude the attack. Erza, who was still in the air, ceased any attack she was fixing to do and scanned the area, keeping a vigilant eye out for her opponent.

Wildvine sprouted out of the dirt right behind Erza. "Miss me?" He picked off more ebony seeds and threw them at her.

The armor-shifting mage was quick to turn and defend herself with her blades; however, the moment they struck her swords, the explosions sent Erza crashing to the ground. Seizing the opportunity, Ben tapped the Omnitrix dial. In another emerald flash, he was replaced by a red, manta ray-like being.

"**Jetray!" **

Jetray flew into the air until he was above Erza and fired two green beams from his eyes at her. With her skillfully trained reflexes, she shook off the pain and dodged the emerald beams in time.

"Re-quip!" She shouted, causing her body to be engulfed with gold light. When it disappeared, Erza was now wearing her Black Wing Armor.

She leapt into the air and flew at Ben with her silver blade in hand. Jetray fired his eyebeams at her again, but Titania managed to deflect them with her sword. The Omnitrix bearer ceased his eyebeam attack and switched to the direct approach. At blinding speeds, Jetray launched himself at Erza and before the redhead could register what happened, the manta ray alien grabbed her by the shoulders and changed his course to fly straight up in the air.

When they were at least five hundred feet high, Jetray spun his body and threw Erza higher. As the Fairy Queen careened back at a breakneck speed, trying to gain control, Jetray fired emerald energy rays from his eyes and tail. The three beams converged and formed an even stronger ray. Erza was unprepared when the powerful blast struck her, making her fly up further with a smoke trail in her wake.

The Fairy Tail mages all looked up to watch the aerial battle between the Guild's undoubtedly two strongest members. When Erza was struck by Jetray's beams and sent hurtling higher, Lucy commented, "That had to hurt."

Despite the force of the blow and the pain she received, Erza recovered and gained control of herself. She shot her body straight down toward Jetray, flying at incredible speed. The scarlet haired wizard held out her sword and slashed in an arc pattern.

"**Moon Flash!" **

A powerful silver-colored wave fired from her blade and collided with a surprised Jetray. The manta ray-like alien crashed into the earth with a ton of force, throwing up a dust cloud in the process.

"Not as much as that." Gray retorted to Lucy.

Erza hovered above the cloud, her sword at the ready as her senses were on an alert for any possible counterattack. From within the dust-choked air, a green flash shined out. The Fairy Queen immediately knew that Ben had once again changed forms.

Suddenly, Erza felt her body become very heavy. She cried out in surprise when a strong force pulled against her and smashed her into the ground. Then, the armor-changing mage felt her body become very light as she floated up high. Erza tried fighting against the strange force overwhelming her, but found that she couldn't. When she got up to a height of two hundred feet, her body became heavy once more.

The scarlet haired beauty plummeted back down at an absurd speed and slammed into the ground with a terrific impact. So hard that a small tremor was created and another cloud of dirt was thrown up. From within the shallow crater, Erza weakly opened her eyes. The pain coursing through her body was excruciating; nevertheless, the trained warrior fought through it and tried to get up.

Then, a heavy object landed in front of her with an audible thud. When the dust settled, standing before her was a large humanoid comprised of reddish-brown rocky skin and had a red magma-like core on its stomach. It wore a pair of black shorts with a green and white belt.

"Remember me?" Gravattack grinned brightly.

Erza's eyes widened. She knew that combating this particular form would be rather complicated.

Gravattack stretched his hands out as invisible energy that distorted the air collected around them. Erza felt herself become very light again as she floated into the air again.

"I know you don't have motion sickness," Gravattack said, "but let's see how you handle being on a ride I like to call Zero G's."

Suddenly, Titania of Fairy Tail yelped when she began to spin in a circle. Her speed began to increase very rapidly until she was nothing but a blur in the air.

"Why is he spinning her? Erza doesn't have motion sickness like Natsu." Lucy inquired.

"Oh, he's making her real dizzy." Happy answered. "Nobody can take being spun around real fast for very long."

Erza ground her teeth together, trying to fight back against the pull; unfortunately, the gravity was just too much for her. She felt herself become lightheaded while her vision became blurry. If she didn't do something soon, she would pass out. Then, like a floodgate opening, another idea came to her.

"Re-quip!" Her body illuminated in gold light once more. In the wake of the flash, Erza was now adorned in her Giant's Armor.

Ben knew that Erza had re-quipped yet again. He was wondering what armor she'd be in this time. The teen hero got his answer when a long, gold and blue pole with a long blade fired from the blur and struck his chest hard. Though the force couldn't pierce his skin, it did make Gravattack slide back a couple feet and lose his concentration.

Erza landed on her two feet with a loud thud. Using her telekinetic abilities, Erza lifted the Spear of Ha-Ja off the ground and back into her right hand. Gravattack focused on his opponent and her new armor.

'_Giant Armor,' _Ben thought, _'I see, she's trying to enhance her strength to fight against my gravity powers.' _

Erza spun the long spear above her head a few times to gain momentum before she crouched low and shot herself at Ben like a missile. Gravattack quickly held out his hands and focused his gravitational field around Erza, making her five times heavier. The gravity pulled her back down, and a five foot deep hole was forged when her armored feet collided with the ground.

Gravattack focused on applying more force against Erza, causing her to groan out in discomfort. Eventually, she fell to her hands and knees from the incredible force pushing against her. Even the ground around her began to crack and cave inward.

"Might wanna give up, Erza," Gravattack suggested. "There's no way you can get beat my gravity powers."

The redhead warrior gritted her teeth; her pained expression was replaced with determination. She put more magical power into her legs. Remarkably, the armor-clad mage fought against the strong gravitational pull and stood up, much to Ben's shock.

"You were saying?" She retorted.

"Whoa," Lucy gaped. "She can stand up?"

"Erza's using her Giant Armor to fight against Ben's gravity." Happy realized.

Erza, Titania of Fairy Tail, cocked back her spear to its acme, and then hurled it straight for Gravattack. Ben focused his attention on the weapon and guided the spear away from him and trapped it in his orbit. However, in the process, Gravattack had lost his concentration on Erza, allowing her to break through the weakened gravity field and jump at Ben, kicking him in the gut.

Gravattack hunched forward while he slid backwards a few feet. In swift motion, Erza used her telekinetic ability to bring the Spear of Ha-Ja back to her. She leapt at Ben again and lifted her weapon over her head to strike him. Gravattack brought up his bulky forearm to block the hit.

She jumped up to hit him again but Ben blocked the blow once more. She then turned her body and jabbed the base of the spear into his side, causing him to hunch over slightly. Erza cried out as she spun her body once more and struck Gravattack in the face with the long spear.

The strength behind the attack actually made Gravattack slide across the ground again. Gravattack brought up his head and glared at Erza; though his skin was made of rock, he still felt a bit of pain from the blow. The Fairy Queen charged at him and jumped high in the air with her spear held high over her head.

Ben held out his hand and increased the gravity around her. Erza felt as if hundreds of pounds of weight had been instantly tied to her body as she crashed into the ground very hard.

Some of the Fairy Tail wizards winced from the impact.

"That had to be painful." Gray noted dryly.

Gravattack was about to roll up into his planetoid form and spin Erza around again when her body was suddenly bathed in golden light again. When it faded, she was now wearing a cheetah printed outfit with a large collar around her neck and a tail hanging from the back of her shorts, both made of bushy fur. On both sides of her head was a pair of large cheetah ears. In her hands was a pair of short swords with elaborate hand-guards similar to a rapier's, shaped like a rose's thorns.

"What's that kind of armor?" Lucy asked.

"That's Erza's Flight Armor." Happy explained. "With it, she can run very, very fast."

"How does that help her take down someone with gravity powers?" Gray wondered.

Gravattack cocked a rocky brow at Erza's bizarre cheetah outfit. What could she do with that armor? The Galilean got his answer when Erza broke through his gravitational field, running at absurd speeds. Before Ben could process what happened, Erza slashed her twin blades across Gravattack's chest, arms, and face all within a second.

The planet-like alien went careening back a few meters and fell on his back. Since Erza had changed her mass by re-quipping into a lighter armor, she was able to escape Gravattack's gravitational field. Though Gravattack's rocky skin kept Ben from getting cut badly by Erza's swords, the speed behind her attack took him by surprise.

Gravattack rolled onto his front side and turned his big head to Erza, who was standing ten yards away from with her twin blades held ready. Ben was considering rolling into his planetoid form and attempting to trap her in his orbit again; however, he settled for another idea.

"Two can play the speed game, Erza." He remarked.

Ben tapped the Omnitrix disk again. In another emerald flash, Gravattack was replaced by a blue, feline-like humanoid wearing a black jumpsuit with a thunderbolt design on his chest.

"**Fasttrack," **Ben shouted.

In a blue blur, Fasttrack zoomed forward and sent a wicked right hook into Erza's face. The speed and strength behind the blow sent the armor-shifting warrior flying back to the other side of the training ground. Some of the Fairy Tail mages winced at the hit Fasttrack gave Erza.

Erza grunted each time her body bounced off the ground. When she came to a stop, she rubbed the spot where Ben had punched her as she climbed to her feet, shooting Ben a scary glare. Fasttrack, however, smirked at her cockily and gave her a "come on" motion with his hand.

Growling, Erza disengaged her blades and sent them back to her personal pocket dimension. If Ben wanted to fight hand-to-hand, so be it. She then shot forward like a missile and Fasttrack followed suit. When the two speedsters collided with each other, a loud bam and a small shockwave was the result.

To the shock and awe of the Fairy Tail mages, Fasttrack and Erza were fighting hand-to-to hand at insane speeds that the human eye couldn't register. In the middle of the fight, the Omnitrix hero and the Fairy Queen were trying to punch, kick, and jab one another, but each of their attacks was blocked and parried by blows of equal speed.

A moment later in the intense, speedy one-on-one match, Erza threw a right hook, which was blocked by Fasttrack's left forearm. She spotted an opening and kneed the feline alien in the gut very hard, making him hunch over. Erza jumped in the air, spun her body 360, and delivered a powerful kick into Fasttrack's face.

Fasttrack slid back nearly halfway across the training ground before he came to a stop. He brought up his head and glared at his opponent. He recovered instantaneously and shot forward, leaving a trail of dust in his wake. Erza immediately bent her knees and blasted forward as well.

Just as the two speed demons were about to collide, Fasttrack slapped the Omnitrix dial, causing Erza to momentarily blinded by the emerald light. Out of nowhere, the armor-switching mage ran straight into a two-armed clothesline, courtesy of…

"**Four Arms!" **Ben yelled in a deep, raspy voice.

The red-skinned Tetramand picked Erza up and threw her into the ground so hard that she dug a small trench that stretched for at least thirty yards before she came to a stop.

Lucy gasped; startled by the amount of force that Erza was thrown into the ground with. "Oh wow!" She shrieked fearfully. "They're really getting into it."

"Aye," Happy agreed cheerfully.

"It's an awesome fight, huh Lucy?" Natsu asked; a bright smile on his face.

"More like terrifying." Lucy deadpanned.

Erza clenched her teeth and suppressed a groan. Pain was flowing through her body in waves. As she sat up from the trench, her arms shook and struggled to hold her up. Erza's body was now covered in dirt, cuts, and bruises while her Flight Armor was tattered in places.

The sound of a low, guttural yell caught her attention. She looked up to see Four Arms descending toward her with all four arms reared back. In spite of the pain, Erza dove out of the trench just as Four Arms slammed his forearms on the ground with a loud smash.

Four Arms leapt at Erza again but the redheaded warrior sprinted in a zigzag pattern to avoid his attacks. Finally, having enough, the Tetramand pulled back all four of his arms as far as they could go before bringing them together, creating a powerful thunderclap. As a result, Erza was knocked all the way back across the training grounds by the shockwave.

Elfman's mouth dropped a little, his expression portraying shock; however, his shock immediately transformed into excitement. "OH YEAH! Now that's manly!"

Four Arms sprinted to where Erza was shakily standing up, but halfway there, he was temporarily blinded by a gold flash. Suddenly, Four Arms was forced to hold up his forearms to shield himself from a bombardment of glowing swords. The blades shattered into pieces against his tough Tetramand skin, but the speed they traveled at did force Ben to backpedal.

When the barrage of swords stopped, he looked up to see Erza in her Heaven's Wheel Armor once again. But what the teen hero really noticed was the determined look in her eyes; the determination to never give up. Four Arms smiled, he admired that spirit. He had the same spirit within him as well, which was why he was certainly not going to lose this challenge.

As Erza floated in the air, a dozen magical swords flashed into existence around her. "Dance, my blades!" The swords began to orbit around her, reminding Ben of Gravattack. **"Circle Sword!" **

After taking a disc formation, the blades shot toward Four Arms. Ben's four eyes widened as he back-flipped to dodge the attack. When the swords crashed into the ground, a heavy amount of dirt and rock was thrown up and rained down on Four Arms.

He held his upper arms over his head, trying to shield himself from the dust-choked air. Visibility inside the dirt storm was relatively zero. His eyes widened once more, he knew that he was not a good position right now.

Without warning, Erza soared into the dust cloud and slashed her twin blades against Four Arm's chest in an X-shaped pattern. Four Arms backpedaled from the attack.

Just as Erza flew off, she shouted, **"Scattered Petals!"**

Four Arms was taken off guard when a few dozen swords slammed into his body. Though they shattered immediately from contact with his tough skin, the velocity at which they traveled sent the Tetramand flying back. He bounced off the ground a couple times before skidding to a stop on his back.

A gruff groan emanated from Four Arm's throat as he rolled over and stood back up. He turned back to Erza, only to see a couple dozen swords flying at him. Ben swiftly dodged to the side, letting the blades collide with the earth. Erza was flying at him, summoning more swords around her and then launching them at Ben.

Four Arms was forced to go on the defensive as he ran, jumped, and back-flipped to avoid the sharp weapons being shot at him. However, a few did manage to hit him and shatter against his body, but that didn't mean that they failed to sting his skin.

As the Omnitrix hero evaded Erza's attacks, he began to think. _"Gravattack was my best advantage over her, but with Erza's Giant Armor, she can fight back against him. Although all the forms I've changed into so far are strong, I don't wanna go full-out on her and seriously hurt or even kill her.' _

Ben sweat dropped when a thought occurred to him. _'I wonder if she shares the same concern. I mean, she's fought me with a lot of sharp weapons so far and has shot me with God knows how many swords!' _

He was interrupted from his musings when he was forced to backpedal again, sidestepping the swords that Erza fired at him yet again.

'_I know after all these transformations that I can't have much power left in the Omnitrix.' _Ben thought. _'How can I beat her? She's just as versatile as me! Anything I become, she has an armor that can counter my attacks and fight back.' _

Suddenly, Four Arm's eyes widened when a realization hit him like a freight train. _'Her armor! That's it!' _

Ben slapped the Omnitrix dial again. Erza looked away from the blinding green light. When it disappeared, standing in Four Arm's place was a six-foot-tall humanoid with yellow and black skin. It had two crab-like claws for hands and its shoulders were broad and formed an arch. The being's head was shaped like a skull, has a yellow eyebrow-like crest, and levitated in-between the arch of its shoulders. The Fairy Tail emblem was marked in black on its left shoulder arch in the yellow part.

"**Lodestar," **Ben yelled out in a scratchy, metallic voice.

The wizards of Fairy Tail eyed this unseen transformation peculiarly. It looked weak and unimpressive. But what really caught their attention about this form was its head floating in-between its shoulders.

Erza eyed Lodestar with a raised brow, Ben's new form didn't appear threatening or strong; however, she withheld judgment for the moment. She knew that underestimating an opponent like Ben would be a big mistake.

"What kind of form is this?" Erza inquired.

Lodestar sneered. "This is the form that's gonna beat you!"

Erza scoffed. "Forgive me, but I find that very unlikely." In multiple flashes of white, Erza summoned a few dozen swords around her. "I've already forced you to change forms several times now, and like I said before, I will not be going easy on you!"

With a fearsome cry, Erza launched the swords straight at Lodestar; however, to everyone's confusion, the yellow and black alien didn't attempt to dodge the incoming projectiles. Lodestar smirked as he held out his right pincer and green magnetic waves emitted from it, which distorted the air.

Suddenly, the swords Erza had launched stopped in midair and instead of striking Lodestar they gathered above him. Erza's eyes widened exponentially as her mouth gaped a little. No one had ever been able to stop her swords like that.

The mages watching the fight were just as stunned by the spectacle as Erza was.

"How?" Erza stuttered. "How did you stop my swords?"

Lodestar stretched out his other pincer, which emitted another set of magnetic waves. To Erza's shock and bewilderment, she was being pulled toward Lodestar by some type of strong force.

"You and your blades just can't resist my magnetic personality." Lodestar quipped.

When she got within ten yards of him, she was suddenly slammed into the ground. Erza suppressed her cries of pain as the Biosovortian slammed her into the ground a few more times until her body had formed a shallow crater. He brought her up in the air in front of him. Her skin was bruised and cut in places and her armor had a few dings in it.

Ben really felt bad about giving her those injuries, but she was the one who'd challenged him in the first place; besides, he really had no choice since the Omnitrix didn't have much power left in it. If he was going to win, he needed to finish this quickly.

"And it would appear that your armor finds me to be very _attractive_ too."

As Lodestar focused his magnetic energy on Erza's armor, bits and pieces of her Heaven's Wheel armor began to break away and began to accumulate a few meters above her. Her metal, feather-like angel wings on her back and the plates on her skirt, boots, and gauntlets all began to tear away. Even her thin, feather-shaped breastplate began to peel back, causing Erza's eyes to widen in horror.

Lodestar saw this too and sweat dropped in panic and embarrassment. "Uh…okay, maybe not all of it."

Just before the breastplate was ripped off completely, Ben stopped peeling it back and shifted it back to its normal position.

Lodestar pulled off enough metal parts from her armor and sent the blades that Erza fired at him earlier into the metal ball above her. Focusing hard on his abilities, Lodestar actually made the metal of the sword bend and meld with the broken armor parts. The end result was a big, smooth silver sphere.

Erza's eyes widened when she realized what he was doing. Before she could react, Ben swiped his pincers down, causing her to crash into the ground with the giant ball falling on top of her. The earth shook from the impact while a cloud of dust was thrown up.

The Fairy Tail wizards starred in anxiety and anticipation. All of them were wondering what happened. When the dust settled, Lodestar could be seen lifting the metal ball out of a hole and laying it to the side. Most of them gasped while others stood petrified when Lodestar lifted an unconscious Erza next. Her Heaven's Wheel Armor was broken in various spots and she had sustained many cuts and bruises on her body.

When he gently laid her on the ground, a low moan escaped from her lips. "I think you've had enough." Lodestar said.

"This fight is over and Ben is the winner!" Makarov exclaimed.

For a moment, everyone was quiet as they looked on in shock and disbelief. Despite that neither one was going full-out, they couldn't believe that Titania Erza had really lost. After it sunk in, everyone broke out into a thunderous applause for him like they had when he'd beat Natsu. Even though most of them bet on Erza and lost money, they couldn't help but cheer for Ben and his well-earned win.

However, Natsu and Gray were another story entirely.

"NO WAY!" they both shouted together, their expressions depicting shock. "ERZA ACTUALLY LOST!"

"Makes you think twice about challenging Ben next time, huh?" Lucy noted.

"YAY!" Happy yelled, enthused. "I just won a lot of money! I wonder how much fish I can buy!"

"SERIOUSLY?!" Lucy hollered. "YOU'RE GONNA SPEND IT ALL ON FISH?!"

Wakaba's pipe fell to the ground as his mouth dropped. "I don't believe it. Erza, our Erza, Queen of the Fairies…lost?"

"Yeah," Macao replied, "though I bet on Ben I'm still kind of mind-blown myself."

Elfman smirked and crossed his arms over his chest. "Now that's a _real _man right there."

"And that real man just won me a ton of money! Woo-hoo!" Cana cheered as she jumped in excitement.

Erza groaned again as her eyes fluttered open. Her vision was blurry and all she could see was a yellow and black figure standing by her. When her eyes readjusted, she could see Lodestar looking down at her. The Biosovortian held out his right pincer, offering to help her up.

As her dazed state passed, Erza reached out and grabbed his pincer, letting Lodestar pull her back to her feet. Her knees almost buckled but Ben steadied her and kept her from collapsing back to the ground. In a flash of gold, Erza re-quipped into her Heart Kreuz armor.

"Are you okay?" Lodestar asked, concerned that he may have overdid it.

Erza turned to look at him hard with a frown, her right eye concealed by her hair. Lodestar's eyes widened a bit, he had to admit that Erza's scarlet hair was beautiful. _'Wait! Did I just say Erza's hair is pretty? Well…I can't deny that.' _

The redheaded warrior's frown turned into a smile. "I will be."

"If you want, I can go Clockwork and reverse time around your injuries." Ben offered.

Erza shook her head. "I appreciate your kindness, but I'll be alright, Ben." She said gently. "Congratulations, on the win. I must admit, I've never been in a fight like that."

Lodestar shrugged. "Thanks. I gotta say I can see why they call you The Fairy Queen. You had me on the ropes there for a while. You really are a great, powerful fighter. I certainly wouldn't wanna get on your bad side."

Erza smiled from his compliment. "It's been a long time since I have ever lost at anything." Her determined smile returned. "I will train harder to defeat you in our rematch someday."

Lodestar sweat dropped. The thought of fighting a powerhouse like Erza again made him cringe. "I'm not so sure about that."

"Master, can you believe it? Erza really lost a fight?" Mirajane asked, shocked.

With his head hung low, he hummed in contemplation. "Yes. Very impressive that Ben managed to defeat one of our strongest S-Class wizards."

'_He'll make an excellent candidate for the S-Class trial this coming December.'_ He thought.

"However, I really envy him." Makarov continued.

Mirajane turned to him, confused. "Why, master?"

The dwarf-sized mage laughed giddily, "Because he got the full view of Erza's Seduction Armor. OH WOW! NOW THAT IS ONE LUCKY YOUNG MAN!"

"MASTER!" Mirajane reprimanded.

Elfman walked up behind Ben, who stood about a foot taller than Lodestar. "Great job, Ben!" He applauded. "That was one of the manliest fights I've ever seen!"

With closed eyes, the white haired giant slapped the back of Lodestar's head for a job well done; however, Elfman had unintentionally struck his head so hard it went flying off and straight toward the crowd.

Lucy saw a silver object hurdling toward her. She stretched out her arms and caught the object and brought it to eyelevel, but her face went blank when she saw it was Lodestar's head.

"Nice catch, Lucy." Lodestar said.

The blonde mage looked at the metal head blankly before letting out a high-pitched scream and throwing the head back into the air. Lodestar's head fell back down and landed in a barrel of beer right next to Cana.

"Little help here." Ben managed to shout before his head sunk.

Seeing his friend in distress, Natsu rushed toward the barrel with his right fist on fire. "Hang tight, Ben!"

The Dragon Slayer leapt at the barrel with his flaming fist cocked back. Cana quickly lifted the barrel up and smashed the bottom of it against Natsu's skull, driving him face-first into the dirt.

"Keep your shorts on!" the brunette yelled.

Cana lifted the barrel to her mouth and proceeded to drink it all. After a few big gulps, she had consumed all of the booze and reached in to pull out Lodestar's beer-soaked head.

"Thanks Cana," Ben said.

Cana smiled, and replied happily, "I should be thanking you. The money that you won me will cover my whole tab."

The sound of crashing caught everyone's attention. They turn to see Lodestar's headless body smashing the trunk of a tree on the perimeter of the training ground.

"Hey! Cut it out!" Gray shouted at the body.

"Don't bother," Lodestar said. "His ears are over here with me. He can't hear anything you're saying." Lodestar looked at the one responsible for this mess, and yelled, "Hey Elfman, could you grab my body?"

As Elfman walked over to the headless body, Erza watched the scene and blinked. "With his head knocked off he's completely helpless and his body just wanders around searching for it." She narrowed her eyes and frowned. "That would have been useful to know during the fight."

Elfman easily got behind the wandering body, picked it up, and carried it to where Cana and Lodestar's head was.

"Thanks Elfman," Lodestar said. "Cana, could you put me back in-between my shoulders."

The brunette drinker placed the metal head in-between Lodestar's arched shoulders and let go. His head was now floating back in its normal position.

"Thanks, feels weird when your head's detached from your body." Lodestar noted.

"YOUR HEAD'S ALREADY DETACHED!" Lucy shrieked. "IT'S FLOATING IN-BETWEEN YOUR SHOULDERS FOR MAVIS'S SAKE!"

"Hey, after you caught me why'd you freak out and throw me like that?" he asked.

"WHY?! I CATCH A TALKING HEAD AND YOU'RE ASKING ME WHY I FREAKED OUT?!" the Celestial Spirit mage cried.

Lodestar was silent for a moment before he conceded, "Okay, point taken."

"Alright," Makarov announced, "this fight is over. Everyone pick up your things and head back to the construction site or your homes."

With that, the Guild members picked up any stuff that they brought and began to walk down the path that led back to Magnolia.

Lodestar tapped the Omnitrix dial and, in a flash of green, transformed back to Ben. He felt his eyelids grow heavy. After multiple transformations, Ben felt a little tired and worn out. He was about to meet up with the rest of his team until Erza stopped him by turning him to face her.

Before Ben could ask her what she needed, she cocked back her armored fist and punched Ben in the gut. The teen hero hunched over and coughed up a bit of spit, waves of pain filling his insides.

Erza glared at him. "That's for almost tearing off my breastplate."

Ben cringed in pain with his eyes closed. He opened his right eye, and forced out, "Sorry."

The redhead's angry mood instantly vanished and was replaced by cheerfulness. "Now, let's head back to the Guild. After that fight I'm craving a few smoothies. Coming Ben?"

Ben stood up and gave her a thumbs-up. "Yeah, I'll…catch up."

She nodded and walked off with the others. When Erza turned away, Ben fell back to his knees, clutching his aching abdomen.

…

Meanwhile, on a hill in the East Forest, not too far away from Erza's training ground, four figures had been watching the fight.

The first figure was a slim man of average height with waist-length light-green hair; his bangs were brushed to one side, covering the majority of the right side of his face, as well as a pair of thin strands jutting out backwards from the sides of his head, both shaped like lightning bolts. He wore a knee-length, double-breasted dark red coat with lighter-colored cuffs. Strapped to his black leather belt on his left hip was his sword.

This was Freed Justine, leader of the Thunder Legion; one of the strongest teams in Fairy Tail that acted as Laxus's personal bodyguards.

The second figure was a tall, mildly muscular built man whose eyes were concealed by a silver grill that resembled the faceguard of a knight's helmet. He wore a dark, mildly fitting outfit with white vertical stripes that stretched to his head, which was covered in in a tight hood except for his face. His arms were adorned with two large armbands, and he possessed large shoulder pads each with a skull on its center. His waist was circled by a simple dark band, which held up a massive waist-guard made of cloth, which came in four long, light-colored pieces, each adorned by a dark "X", reaching down below his knees.

This was Bickslow, the second member of the Thunder Legion. Hovering around him were five wooden, can-shaped dolls with darker-colored wings attached to both sides and had different faces painted on them. These were Bickslow's dolls that were created by his Seith Magic, which allowed the caster to seal wandering souls inside objects and manipulate them as they wish.

The third figure was a woman with a very voluptuous figure paired with very large breasts and curvy hips. Her hair was light brown and stylized in a sideward ponytail and she had a pair of oval-shaped glasses over her dark brown eyes. She wore a green dress, moveable white wings on her back, and navy blue stockings with white sandals.

This was Evergreen, the third member of the Thunder Legion.

The fourth and final figure was a tall, well-muscled young man with spiky-blonde hair, spiked headphones over his ears, and a lightning bolt scar over his right eye. He wore a dark green shirt, a black coat with gray fur trim, and wine red pants.

This was Laxus Dreyar, the grandson of Master Makarov, and an S-Class wizard; he was one of Fairy Tail's top contenders for the title of 'most powerful wizard in Fairy Tail.'

Laxus and the Thunder Legion had heard of the fight between the Guild's newest addition, Ben Tennyson, a powerful Take-Over wizard, and Erza Scarlet, the Queen of the Fairies, going on today. Like everyone else they had come to watch but remained secluded from the rest of Fairy Tail. Laxus was at the front of the pack, his arms crossed over his broad chest. He stared hard at a certain shape-shifter with a frown.

Freed approached him with a neutral expression. "He's quite powerful, wouldn't you say, Laxus?" He asked.

Laxus huffed. "Whatever, he's still just a kid."

"Kid or not, he's a lot stronger than any of those other weaklings down there; besides Makarov!" Bickslow yelled, excited. "Isn't that right, babies?"

The wooden dolls around him all voiced their agreements in happy-sounding voices.

Evergreen stepped forward and peered down at the training ground. As Lodestar transformed back to Ben in an emerald flash, she smiled lustfully. "Hmm…not only is powerful, he's also really cute too."

Freed and Bickslow looked at the brown haired woman, confused. The former shook his head and looked back at Laxus. "So Laxus, do you believe he would make a fine addition to the Thunder Legion?"

Laxus didn't answer as he turned and walked away with a scowl on his face. The Thunder Legion watched him saunter off, perplexed on why he seemed so angry. The three wizards turned their gaze back to Ben, who was running to catch up to his team. He appeared to be holding his stomach for some strange reason.

"What do you two think?" Freed inquired.

"Hmph…certainly seems strong enough for me." Bickslow replied, smiling maniacally.

Evergreen smirked. "Powerful wizard, attractive body, handsome face," her eyes traveled lower and a light blush appeared on her face, "cute butt. He defeated Erza. Oh yes, I want him for sure."

Bickslow looked at her peculiarly. "Do you want him on our team or do you actually _want_ him?"

The brown haired beauty smiled shyly and blushed. "Both," she replied.

Freed and Bickslow both sweat dropped.

"Getting back to business," Freed said, "one of us should ask him to join us on our mission. It'll allow us a chance to gauge his strength and determine if he can be an ally of Laxus."

The leader of the Thunder Legion didn't have to wait before someone quickly volunteered.

…

An hour later, Mirajane had announced that despite the ongoing construction, the Guild would be taking on job requests again. This immediately got everyone excited as a crowd gathered around the Request Board to find a job. Other wizards were by the bar area, drinking beer or smoothies and talking; mainly about the earlier fight.

However, there was one Fairy Tail member who wasn't standing at the Request Board or lounging by the bar. Ben was sleeping at a table with his head and arms lying on the wooden top. The moment he got back to the Guild he felt really sleepy, no doubt from all the transformations during the fight. He only drank half a smoothie before he was out like a light.

Natsu, Gray, Lucy and Happy were by the Request Board searching for a job. The former two were arguing which job would be the best, while Lucy sweat dropped in annoyance. Happy glanced behind him and noticed Ben napping on a table nearby. His eyes then spotted an exposed white and green wristwatch on Ben's left wrist, causing him to laugh mischievously.

Happy flew over to Ben's slumbering form and gently landed on the table. He eyed the Omnitrix in wonder before he stretched out his paw and pressed the faceplate. The watch emitted a beep before a green holo-ring full of alien icons popped up.

"Ooh," Happy awed with a bright smile.

He scrolled through the various assortments of icons, looking for one in particular. "Rath, Rath, where is Rath?" he whispered.

Erza was on her third strawberry smoothie, making sure to drink it slowly. She certainly didn't want to experience that accursed brain freeze ever again. She saw Natsu and Gray by the Request Board getting into each other's face, ready to fight. The redhead frowned and made her way over there until she spotted Happy. He was playing with something on Ben's wrist while Ben himself was snoozing on the table.

The armored warrior changed direction and stopped by the table, standing behind Happy with her arms crossed over her breastplate. "What do you think you're doing, Happy?" She asked.

Upon hearing Erza's voice, Happy yelped in terror and accidentally fell forward onto the Omnitrix and unintentionally activated it. Ben's body was engulfed with emerald light. When the flash disappeared, Ben was replaced by an orange crab with a large head.

The green flash caught the attention of nearby Fairy Tail members including Natsu, Gray, and Lucy.

"Whoa," Elfman said, "what kind of creature is that supposed to be?"

"I remember this form." Lucy responded. "This is the guy Ben turned into when Natsu, Happy, and I first met him. I think he called him, Brainstorm."

A few more wizards such as Macao, Wakaba, and Mirajane approached the table that Brainstorm's big head was lying on, bewildered by Ben's new form. Before anyone could comment, Happy began to gnaw away at Brainstorm's right pincer.

"WHAT DO YOU THINK YOU'RE DOING?!" Lucy cried. She grabbed Happy and tried pulling him away, but the blue cat refused to open his mouth. "YOU CAN'T EAT HIM!"

"But he's a crab! He has to be yummy!" Happy protested; his voice muffled by Ben's limb.

"I DON'T CARE! HE'S OUR TEAMMATE AND FRIEND! YOU CAN'T EAT HIM!" Lucy stated forcefully.

"Happy," Erza growled, her eyes glowing red.

Happy squealed as he instantly let go and flew behind Lucy, shaking in trepidation. "I'm sorry, Erza." He pleaded. "I was just curious of how he tasted."

Natsu laughed. "Curiosity almost killed the cat. Huh?"

"Ugh," everyone groaned at Natsu's bad pun.

When the moment passed, everyone turned their gaze back to a slumbering Brainstorm.

"So, a giant crab, huh?" Wakaba commented.

"I wonder what this one can do." Mirajane questioned.

"I'm quite curious myself." Erza admitted. "This form doesn't appear to be very strong."

Natsu remembered this alien and grinned brightly. "Oh, you guys got to see this!"

He ran to Brainstorm's side and put his hands on both sides of his giant cranium. Using his impressive strength, Natsu opened Brainstorm's skull plate in two, much to everyone's shock. When they saw the giant brain, their faces turned slightly green.

"Ewwwww!" Mirajane squealed with wide eyes.

"NATSU, WHY THE HELL DID YAH BREAK OPEN HIS SKULL, YAH IDIOT?" Gray shouted.

"You guys calm down, it's supposed to break open like this." Natsu assured.

"Yeah," Lucy vouched, "he's right. And believe it or not, Ben was able to shoot lightning out from his brain in this form."

"Huh?" everyone remarked, confused.

"Hmm…I wonder," Natsu stretched out his finger and curiously poked the side of Brainstorm's brain.

All of a sudden, Brainstorm's eyes bulged open as he let out a surprised yell. Green lightning fired out from his brain and lashed out at random, one of them hitting Natsu and sending him crashing through the bar's counter. Seeing lightning come out of Brainstorm's head did startle some of the gathered mages.

"What the deuce?!" Brainstormed cursed, stumbling back in shock.

When he finally composed himself, he closed his skull plate and shot a certain pink haired wizard a glare. "You there my intelligence-impaired, pyrokinetic friend, don't you know that is inappropriate to open someone's cranial plate and expose and touch one's cerebral cortex; especially when said cerebral cortex has mastery in the arts of electrokinesis?"

Natsu blinked a couple times with a clueless expression on his face. "Who with the what now?"

Brainstorm narrowed his eyes in annoyance at the Dragon Slayer as he approached the bar. The crustacean reared back his pincer and hit Natsu in the face, making him fall to the ground.

"Don't touch other peoples' brains!" the Omnitrix wearer yelled.

"HA!" Gray laughed. "Nice one, Ben!"

"Where are your clothes?" demanded Lucy.

The ice mage's smugness was replaced by panic. "OH C'MON! HOW DOES THIS KEEP HAPPENING?"

Natsu grunted as he got up from the wrecked countertop. "What's the deal, man? I barely touched you!"

Brainstorm glared at Natsu again and slapped the Omnitrix dial. Everyone was forced to shield their eyes from the emerald light. When the flash died away, instead of seeing some kind of creature, they saw nothing. They looked around for any sign of Ben, but found nothing.

"Huh? Hey, where'd he go?" Natsu asked no one in particular. He then smiled proudly. "Ha! Guess I scared him off."

"Don't count on it," a squeaky voice said from his ear, which baffled the fire wizard.

He probed his finger around in his ear, but couldn't feel anything. Suddenly, he felt a painful stinging sensation in his brain, which caused him to cry out and fall to the floor face first. His eyes were swirling while he groaned from an intense migraine.

Everyone looked at the Dragon Slayer, confused by his action.

"What's your problem, flame brain?" Gray asked.

"Hey, look!" Lucy pointed at a small green dot flying out from Natsu's ear. The dot increased in size until it was an inch tall. It appeared to be a humanoid with grey metallic skin and had a green circuit-like design on it. On its back was a pair of green wings; the Omnitrix symbol was displayed on its chest.

"Alright," the little creature landed on Natsu's head and held up its arms in triumph. "Nanomech claims victory!"

"WHA!" the group said simultaneously, dumbfounded by the small creature.

"BEN! Is that you?" Lucy asked, startled.

Nanomech hopped off Natsu's head and, in another green flash, transformed back to Ben. "Who else?" The brunette then turned his gaze back to a groaning Natsu, and smirked. "What's the matter? I barely touched you."

"What did you do to him?" Happy asked, flying over Natsu's body.

Ben grinned. "I turned into Nanomech, shrunk myself down until I was really, really small to where I could fly into his ear canal, then I zapped his brain."

The group of wizards blinked, starring at Ben with dumbfounded expressions.

"No way," Gray breathed, "you actually found a brain in there?"

…

Later, after Natsu had recovered, he had gotten mad and challenged Ben to another fight. The teen hero activated the Omnitrix and threatened to take him for another spin with Gravattack. The thought of being spun around again instantly made Natsu sick, and he quickly backed down; much to Gray's amusement.

Now, Ben was sitting at the bar sucking down his banana-kiwi smoothie, enjoying his moment of relaxation. No one trying to fight him. No one messing with his head. Nope. Just him and his delicious smoothie.

However, the relaxing moment was interrupted when he heard someone approach him. "Well, well, who do we have here?" a feminine voice said.

Ben turned to the source of the voice coming from his left. The first thing Ben saw was a very large rack that was barely held by a green dress. He also took note of the Fairy Tail mark stamped on the woman's right breast. The woman was voluptuous, had light brown hair stylized in a sideways ponytail, and wore a pair of oval-shaped glasses.

Ben blinked and couldn't help but blush. This woman was quite attractive, but the main reason his face was flushed was because her large, barely concealed breasts were right in front of him.

"Um…hi," Ben gulped. He looked at her more and didn't recognize her. "Um…I'm sorry, who are you? I've never seen you before."

The woman smiled bashfully and chuckled a little. "No need to apologize. You're still new to Fairy Tail. My name is Evergreen."

From the tables close by, a few mages were watching the interaction between Ben and Evergreen with interest.

"Whoa," Wakaba said, "Evergreen? She hardly ever comes to the Guild."

"Yeah," Macao added. "Why's she so close to Ben?"

"No way," Droy remarked from the table next to Macao and Wakaba's. "Is she…flirting with him?"

"That's new." Jet said with wide eyes.

"Evergreen?" Ben repeated. "Nice to meet you, I'm Ben Tennyson. I don't think I've heard of you. Are you part of a team?"

The brown haired beauty smirked. "I'm part of the Thunder Legion, the strongest team in Fairy Tail."

'_Thunder Legion? Why haven't I heard of them either?' _Ben wondered.

"Anyways, Ben," Evergreen continued, still smiling coyly, "I just came by to ask you something."

Ben blinked. "What's that?"

Evergreen leaned in with her breast inching closer to his face, causing the teenage hero to blush.

"Would you care to join me and my team on a mission?" Evergreen asked.

This shocked the mages who were eavesdropping on Evergreen and Ben.

"Did she really just ask him to go on a job with her?" Macao said, surprised.

"And with the Thunder Legion?" Wakaba added. "That's never happened before."

Meanwhile, Erza stepped toward the bar area. She had just accepted a request from the S-Class board and had sent the client a letter of notification of her accepting the job and her arrival. As per the standard of an S-class job it was going to be dangerous and Erza had a feeling that she may need backup. She was about to search for her team and ask them if they could accompany her until she spotted Evergreen and Ben.

The armored warrior noticed how very close the brown haired woman was in Ben's bubble and how Ben was subtly leaning away with a light blush. When she heard Evergreen ask Ben to join her on a job, Erza froze.

'_Why would Evergreen of all people ask Ben to join her on a mission?' _Titania thought. She then took note of Evergreen's coy smile and how she seemed to be eying Ben like a hunk of meat. Her eyes abruptly narrowed as she tightly clenched her armored fists. _'I see.' _

Without a word, she headed straight for the duo. A trail of steam hissing out from her ears in her wake.

"Uh…well…the thing is…uh," Ben stammered, unsure of how to respond. He, of course, knew that this Evergreen was flirting with him for some odd reason. But asking him to join her team? Didn't she know that he was already part of one?

"He's already going on a job with me." another voice inputted.

Ben turned to see Erza standing behind him, a scary frown on her face. The Omnitrix hero didn't know whether to feel grateful for Erza saving him or unsettled by her scary-looking facial expression; probably both.

Evergreen turned away from Ben and shot a nasty glare at the opposing woman. "Titania Erza," Evergreen spat out with resentment in her voice. "What do you mean he's going on a job with you?"

"Wait!" Ben interrupted, and turned to Erza. "I'm going on a job with you? Since…"

The redhead placed her armored hand over his mouth to silence him. "Quiet." She ordered him. "As I said, he's already going on a mission with me; besides," her glare intensified, "he's part of my team and I don't like it when other wizards try and steal my teammates away."

The two women starred at each other with obvious scorn. Ben was stuck in the middle, looking between the two in confusion. The mages who were watching the scene unfold looked on, dumbfounded and surprised.

"Is…Erza really fighting Evergreen over Ben?" Jet asked.

"Sure seems that way." Macao answered from the other table. "Damn, lucky guy."

"Man," Wakaba commented, "he's only been in the Guild for a few weeks and he's already gotten more girls than you ever have, Macao."

"Watch it, pal!" Macao replied angrily.

A moment passed as Evergreen and Erza continued to glare at one another in ire. Finally, it was Evergreen who backed down.

"Whatever," she snorted, "I need to get ready for my team's mission anyway." Evergreen then smiled shyly at Ben. "Maybe next time, cutie."

"Huh?" Ben remarked, dumbfounded.

Without another word, Erza grabbed Ben by the hem of his black t-shirt and dragged him off; her expression darkened slightly after Evergreen's comment to Ben.

"HEY! Watch the shirt, Erza!" Ben shouted, but his protests fell on deaf ears.

Those observing the scene watched as Erza pulled Ben away, leaving a steamed Evergreen behind.

"Guess we know who the winner is." Macao noted.

"Yep; round one goes to Erza." Wakaba joked.

When Ben and Erza got into the courtyard, the former pulled the latter's hand off of his shirt. He straightened up his t-shirt and gave the redhead a serious look. "Okay," he demanded, "I need an explanation, now."

Erza sighed. "Very well, you're going on a job with me."

Ben blanked. "Since when?"

"Since a minute ago," she replied. "I wasn't going to allow her to steal you away from our team. I needed something to convince her that you weren't available."

"So," Ben rubbed the back of his neck, "it was a ploy? You lied to her?"

Erza smirked. "I wasn't lying about that, Ben. You will be going on a mission with me."

"Okay," Ben said, lifting a brow, "what kind of mission are we talking about here?"

"It's S-Class," she answered, smiling slyly.

"S-Class? Don't I have to be an S-Class wizard to go on those jobs?" he asked.

"You don't have to be, not as long as you are with an S-Class wizard." Erza replied.

Ben thought about it. He was confused why Erza would all of a sudden want him to go on a mission with just her, and an S-Class one at that. However, part of him was curious about what kind of job it was.

"So what exactly is the job?" inquired Ben.

Erza's expression turned serious. She pulled out the job flier and handed it to Ben and explained to him, "Peony, a town in the northern parts of Fiore, has been under attack by volcano demons for the last three weeks. Lava fissures pop up in random spots in town and groups of dangerous, volcanic creatures climb out and terrorize civilians.

"Several people have already been seriously injured, and it appears the attacks are becoming more frequent. If something isn't done soon, it is only a matter of time before innocent people are killed. The job is to go in and destroy these creatures before they bring any more harm to the people of that town.

"I'm not foolish enough to believe I can vanquish a potential colony of volcano monsters on my own. I can't bring the others with me since they are not ready for a job like this. I could really use your assistance on this mission, Ben." Erza finished.

Ben read the flier and the way it was worded, it sounded as if the town really was desperate for someone's aid. His hero instincts quickly kicked in, and he didn't hesitate to give Erza his answer.

"Alright, I'm in." Ben said; eager to help the townsfolk.

Erza smiled in appreciation. "Thank you, Ben. You'll also get a hefty reward when we complete this job."

Ben blinked. "Reward?"

He hadn't bothered looking at the reward sum. After reading about the town's citizens falling victim to volcanic demon attacks, he honestly didn't care about it. However, since he was running very low on money, he took a gander at the reward.

His eyes widened slightly when he read the amount of jewels being offered.

If he and Erza succeeded, they would receive a compensation of ten-million jewels. Split between them both, Ben would still be left with a lot of money; enough that he could buy his own place!

Erza chuckled, amused by Ben's surprised expression. "Yes. It's a very big reward. Even after we split it, you'll have more than enough money to get out of Gray's house and acquire your own."

Ben smiled confidently and looked back at the redhead. "That's great. I'm more concerned with protecting those people, but I do need the money. So when do we head out?"

"We leave first thing tomorrow morning. Meet me here, we'll grab a smoothie, and then head out." She replied.

'_So I've gotten her hooked on smoothies, huh?' _the Omnitrix bearer inwardly smirked, feeling very accomplished.

He grinned, and responded, "Sounds like a plan."

"Hey guys," the shape-shifter and armor-shifter turned to see Lucy approaching them. With her were Natsu, Gray, and Happy. The Dragon Slayer and ice-make wizard were in each other's face, already insulting one another. Lucy stood in front of them, acting oblivious to what was happening behind her.

"They're at it again, huh?" Ben remarked.

Lucy sighed, annoyed. "Yes."

"Natsu, Gray," Erza spoke in her commanding tone, "that's enough."

Instantaneously, the duo smiled and swung an arm around one another's shoulders as if they were good buddies. "Yes ma'am!" they both shouted.

Ben chuckled. "Whipped"

"Anyways, I picked us out a job. It's defeating some bandits who've overrun Fort Term. We can leave in the morning." Lucy said.

"I'm sorry, Lucy, but I'm afraid Ben and I can't tag along." Erza responded. "We're both going on a job of our own tomorrow."

This immediately caught Lucy, Happy, Gray, and Natsu's attention; the latter two even stopped quarreling with each other to focus their attention on Ben and Erza.

"You two are going on a job already? What kind?" Natsu asked eagerly.

"Ben and I are going on an S-Class quest to slay a colony of volcanic demons that have been terrorizing a town." Erza summarized.

The four's jaws dropped in shock and disbelief. First, Erza challenged Ben to a fight, then Ben won, and now she was taking him on an S-Class job?!

"NO WAY!" Natsu, Gray, and Happy yelled simultaneously; shocked expressions plastered on their faces.

"You're taking Ben on an S-Class quest?!" Natsu shouted angrily. "To take down volcano demons?! AW MAN! I WANNA GO!"

"You guys have already accepted a job, haven't you?" Ben pointed out; a smile on his face. "Someone's got to take down those bandits."

"Ben is right; besides, you two are not ready for a mission like this; perhaps some other time." Erza added.

Natsu and Gray's shoulders slumped while their heads lowered in defeat. "Aww," they moaned.

Lucy, however, didn't seem affected at all; in fact, if anything, she looked relieved that she didn't have to go fight volcano monsters. "That's fine. You two have fun with that." She said cheerfully.

Lucy quickly grabbed Natsu and Gray by their shirts and dragged them away before the two dunderheads could convince Erza to let them tag along. She would rather take her chances with bandits than volcanic demons any day.

"Aw, but fighting volcano demons sounds a lot more fun than boring ole bandits." Natsu complained.

Lucy turned to him, and retorted, "You have a weird definition of fun."

"We'll see you all tomorrow before we head out." Erza then looked at her partner. "Ben, I would suggest you get your things packed tonight."

Ben rubbed the back of his head sheepishly. "Other than what I've got on, I only have a pair of pajamas and a toothbrush. I accidentally damaged my other clothes when washing them this morning."

"Oh," the redhead said, "well, we'll go out shopping for your things when we get paid. In the meantime," she suddenly grabbed his wrist and began dragging him off, "you can help me pack _my _things."

Ben sweat dropped again. "What? Why me?"

He knew of the ludicrous amount of stuff Erza brought on a mission. The thought of helping her pack all those things made him scared. What kind of mess had he gotten himself into?

…

**A/N: Hmm…I specifically recall saying that I would never make a chapter as long as the last one again. Well, it appears I've gone back on my word. I got over 20,000 words on this update alone. That's a new record for me, yet again! **

**Anyways, what'd you all think? Before I sign off, I'd like to mention a few things. **

**For those who think I downplayed Ben's aliens, think again. Ben didn't go full-out on Erza and vice versa. It was only a friendly sparring competition. If they had gone all-out, not only would the destruction level be immense but Ben would've seriously hurt or killed Erza. **

**Second, I do remember saying I would bring in Beelzebash again in this chapter. Well, I decided to hold off on that. I may bring him back in during the Pits of Infernus mini-arc. **

**Third, for those who argue that Erza could've re-quipped out of her armor to escape Lodestar's magnetic pull, you have to remember that Erza is not entirely comfortable without her armor right now. That problem isn't solved until the conclusion of the Tower of Heaven. Besides, she wasn't aware that magnetism was Lodestar's power at the time. **

**Lastly, the poll to decide Ben's epithet is up on my profile. It'll remain there until June 1 so anyone who hasn't voted needs to do it soon. **

**Thanks goes out to **_**Star Saber21**_** for his suggestions in this chapter. **

**Next chapter****: Pits of Infernus, Part 1 – Ben has a short confrontation with Laxus. Ben and Erza set off on their job. A new Ultimate form is revealed. **

**NOTICE: if you or anyone you know was harmed by the awesomeness of smoothies, fighting, and/or women's breasts in this chapter, Ultimate10 is not liable and cannot be tried. **

**Anyways, please leave any comments or critique in the review box. Remember, flames will be doused by Water Hazard. **


	16. Pits of Infernus Pt 1

**A/N: The last chapter again was a success; it got over fifty reviews! I feel so proud and honored to be writing this story. I would like to thank **_**Star Saber21**_** for his suggestions that give the story more comedy. **

**I would also like to extend a thank you to **_**Vandenbz**_**, who took the time and patience out of his life to edit this chapter and everything else back until chapter seven. A few things have been changed around to make scenes flow smoother. However, it was nothing drastic just some rearranging of words as well a few additional sentences and correcting spelling/grammar errors. **

**I seem to have a knack for creating original one-shots. I look forward to the future one-shots I have planned with assistance from **_**Star Saber21**_**. For now, I'll focus on this original mini-arc. **

**WARNING: this chapter contains an electric, hard-hitting fight, embarrassing/romance/comedy moments, and…more importantly…bunny suit action! You have been warned. **

**Now, on with the show! **

...

**Ultimate Fairy **

**Chapter 16: Pits of Infernus **

**Part I**

…

It was morning. The sun was out and a few white, puffy clouds floated freely across the vast blue sky. The morning temperature was cool; however, since summertime was very close, the afternoon heat was expected to hit soon. For now, it felt very good to be outside in the town of Magnolia.

Ben Tennyson, the bearer of the Omnitrix, and savior of the universe, was walking down the stone streets of Magnolia. He was wearing his usual attire except his green hero jacket was draped over his back as he held the left sleeve with his right hand. Ben had taken off his jacket to enjoy the nice, cool temperatures the morning was offering.

The bearer of the Omnitrix was headed to the Fairy Tail Guild Hall, which was steadily coming along in its construction. As he walked, his mind was musing over the events that had taken place after he defeated Erza in battle yesterday. For some bizarre reason, a guild member he had never heard or seen before named Evergreen had come up to him, asking if he would accompany her and the Thunder Legion on a job. While at the same time, she flirted with him and made her interest in him as blunt as possible.

However, before the teen hero could muster up a coherent response, Erza had surprisingly stepped in and stated that he was going on a job with her! At that moment in time, Ben was utterly confused. He could clearly see between the facial expressions that Evergreen and Erza gave each other that they weren't exactly on good terms.

After Erza had dragged him off, Ben demanded an explanation. She replied that she was going on an S-Class job to save a village from volcanic demon attacks. Knowing how imprudent it would have been to go alone, she requested Ben's help. Knowing that peoples' lives were endangered and added to the fact that he needed money, he accepted her offer without hesitation.

Right after he did though, he was dragged off again by the redheaded warrior to help her pack her things for the trip. Needless to say, when Erza brought Ben into her room at Fairy Hills, he was dumbfounded by how much stuff she was taking.

_'She can re-quip into dozens of super-powered armor suits and I believe she can also do the same with regular clothing.'_ Ben thought at the time. _'Why the hell does she need to bring all this crap!?' _

While he was reluctantly packing her bags, he'd stumbled across a black leather book. Though Ben normally wouldn't do it, he decided to sneak a peek and see what kind of book it was. BAD MOVE! He didn't have to go past the first two pages before he realized what it was: a smut novel!

At the time, his eyes had bulged open while a trickle of blood fell from his nose. Thankfully, he put the book back before Erza noticed. Wanting to avoid uncovering something else embarrassing, he transformed into XLR8 and finished the job for both of them in a few seconds. Erza showed her gratitude at the time by slamming his head into her breastplate, making him blush and wince in pain.

Ben shivered outwardly, not from being cold but from fear. Fear that if Erza had caught him with that book, she may have killed him. Still, he couldn't believe that the Titania Erza was into that kind of thing. He certainly wasn't expecting it; although, he had to admit it did sound kinky. Now that he thought about it, it did help explain why she had that Seduction Armor…

The Omnitrix bearer immediately shook his head. _'BAD THOUGHTS! BAD THOUGHTS!'_ He screamed inwardly.

Ben calmed himself down and his mind returned to reality. Though he knew Erza's naughty and embarrassing secret, he promised to keep it to himself. He would never do something like that to his friends; especially when said friend had hundreds of very sharp weapons at her disposal.

A few minutes later, Ben made it to the Guild Hall, more specifically the bar area. A few wizards were gathered around the Request Board, searching for specific job requests that caught their interest. He looked around, looking for Erza but found no sign of her.

_'That's odd.' _Ben thought. _'She said she'd be here by now.' _

Ben shrugged, thinking that she was just running a little late. He looked at the bar and found Lucy and Mirajane talking. The Omnitrix bearer headed toward them and took a seat next to Lucy, laying his jacket on the counter.

"Good morning ladies," Ben greeted kindly.

"Morning, Ben." Mirajane and Lucy replied.

"Hey Ben, shouldn't you be heading out on your job with Erza?" Lucy asked.

Without having to ask, Mira handed Ben a mug of kiwi-strawberry smoothie. Ben smiled. "Thanks Mira," he then turned to Lucy. "Well, Erza said she'd meet me here. She wanted to get a few smoothies for the road."

Lucy sighed and shook her head. "I still can't believe how hard she fell in love with those smoothies of yours."

"Why? Are you dissing the smoothies?" He starred hard at the blonde girl.

Lucy squealed and waved her hands in a placating motion. "No, NO, NO! Of course not! I would never mock the smoothie!" She yelled desperately.

Lucy knew how much Ben loved the frozen drink and wouldn't dare insult it. She didn't want to be on the receiving end of Rath or any of his other powerful forms.

Ben busted out laughing. "I was just kidding, Lucy. But wow! You should've seen the look on your face!"

Lucy narrowed her eyes at Ben and growled, a vein throbbing on her forehead. "NOT COOL, BEN!"

Mirajane, meanwhile, giggled at the scene. "I think it's cute that Erza loves Ben's smoothies so much." She then shot Ben a playful smile. "If you keep it up Ben, you'll have Erza falling for you in no time."

For the first time, Ben actually spat out his smoothie in shock. He coughed for a little bit and took a moment to catch his breath. "HUH? Where'd that come from?"

Lucy tapped her chin in thought. Her face then brightened in realization as she turned to Mirajane with a sly smile. "Now that you mention it Mira, Erza and Ben would make a great couple. Don't yah think?"

Ben's eyes bulged out. "Wait, what?"

"OH YES! Yes, they would be a perfect for each other!" Mira squealed happily. "And with them going on that Volk Springs job, they'll have plenty of opportunities to be together."

The shape-shifter blinked. He couldn't believe what he was hearing. Ben held out his hands frantically. "Whoa! Whoa! Whoa! Time out! You girls are getting WAY ahead of yourselves. It's just a job. Not a romantic getaway."

Mira and Lucy giggled, amused by Ben's panic and apparent cluelessness.

"What's so funny?" he said.

"Do you know why Erza wanted you to go on that job with her?" Lucy asked.

Ben cocked a brow. "She needs help taking out a colony of volcano demons, and she said I'm the only one who's strong enough who can help her pull this job off."

"Yes, that's part of the reason." Mira explained. "But the main reason is that she wants to get a better understanding of you."

Ben blinked. "Wait, how do you know?" He asked.

"Woman's intuition," Mira winked.

Ben scratched the back of head sheepishly, and then held his chin and pondered for a moment. "Well, I guess that makes sense. If we're all going to be on the same team and all, she'd want to get to know me a little more. It'll also give me a chance to get to know her more too." He proceeded to take another sip from his smoothie.

Mira nodded, and smiled teasingly. "I bet she also wants to see if you're her type."

The Omnitrix bearer spat out another stream of smoothie in a random direction, and went on another coughing fit. The white haired and blond haired girls broke out into laughter at Ben's goofiness and the dumbfounded expression plastered on his face.

"Priceless, Mira! Priceless!" Lucy commended as she laughed.

A short moment later, Ben got over his second round of shock and composed himself. "Okay, switching topic," he muttered, "Where are Natsu, Gray, and Happy? Aren't you guys going on a job today?"

"We're here." Gray said nonchalantly.

Ben looked and was flabbergasted to see Natsu and Gray standing right behind Lucy with Happy flying over them. The Celestial mage immediately cried out, freaking out from their sudden appearance.

"Something wrong, Lucy?" Natsu asked, confused.

"WHY'D YOU SNEAK UP BEHIND ME?!" Lucy shouted angrily. "YAH TRYING TO SCARE ME TO DEATH?"

Suddenly, before anything else could be said, a barrel went flying through the air and smashed into Natsu's head, which Ben winced at. The Dragon Slayer collapsed to the floor groaning, a red bump on his head. The pink haired wizard seemed to be a magnet for pain, whether it was from Ben, Erza, or flying kegs.

"Why don't you tell the others how you feel?" Everyone turned to see Erza glowering hard at a spiked-blond haired young man sitting on one of the wooden benches. He wore burgundy pants, a green shirt, and a black coat with gray fur trim.

It was evident by the expression on Erza's face that she was pissed off at the male figure.

"What's going on?" Ben, Lucy, and Gray asked simultaneously.

The spiky blond haired wizard known as Laxus, sneered. "I have no problem telling them what I think of them. This Guild is full of nothing but losers and weaklings." He stated arrogantly. Laxus turned to Droy and Jet, who were standing near a table a couple rows away. "Especially you two morons; you both were Phantom's personal punching bags. You know I'm glad I never bothered to learn your names."

Droy and Jet lowered their heads in anger and shame.

Laxus then turned his gaze to Lucy. "Which brings me to the worst of them all: the little princess wannabe wizard." He jeered smugly. "This was all your fault, yah know."

"LAXUS!" Mirajane yelled angrily. "Would you shut up! The master said that nobody in the Guild was to be held accountable for what happened. Not even you, despite the fact that I practically begged for you to come and help but you turned your back on us!"

"Stop your whining!" Laxus shouted; a smug grin still on his face. "That fight had nothing to do with me. But if I had been there you all wouldn't be drowning your sorrows in this pile of rubble right now, would you? You're all pathetic!"

Ben clenched his fists and glared hard at the blonde haired blowhard. He remembered the first day he had arrived at Fairy Tail and how arrogant Laxus had acted to everyone. The way he insulted his own guild mates (or family members, in Makarov's prospective) really pissed him off. The fact that he had also turned a blind eye to the guild during the Phantom Lord incident only fueled the fire of contempt toward the blonde-haired blowhard.

"Why you!" Erza snarled; her eyes were blazing with fury.

"HEY!" Laxus and everyone else turned their attention to an angry Ben Tennyson. He was standing up from his stool at the bar and approached Laxus. His emerald eyes were glaring intensely at the spiky blonde. "Where do you get off talking to your friends and guild mates like that?" He demanded.

"Friends?" Laxus smirked haughtily. "Ha! These kids here are not my friends. They're all weaklings that serve no use in this Guild. And once I become master, I'm gonna enjoy kicking all of you to the curb!"

"You becoming master of Fairy Tail? Please," Ben scoffed. "A real leader wouldn't abandon his comrades in their time of need."

Laxus frowned and narrowed his hard gaze at Ben. "Don't get too cocky, green boy. You may have beaten Miss Red over there, but she's nothing compared to me." He said haughtily.

"What'd you say?!" Erza roared, the veins on her temple throbbing.

"I doubt that." Ben remarked. "And you better watch what you say about my friends...or else."

Some of the Fairy Tail wizards watching the scene gasped at Ben. They were all shocked that Ben would have the guts to challenge Laxus like that.

"Is he really challenging Laxus?" Wakaba said in disbelief.

"This won't be good." Macao noted.

"Ben, don't." Erza warned; however, her caution went ignored.

Laxus lifted an eyebrow and sneered at the Omnitrix bearer. "Or else? OR ELSE WHAT!?" He cackled and held his sides. "You really think you can beat mee? Oh please! As if a pathetic weakling like you could even come close to giving me a challenge."

Happy flew to Natsu's ear and whispered. "I guess Laxus doesn't know that Ben has a very big titan form, huh?"

Natsu growled and punched his open palm. "Man, I wish Ben would change into that guy right now and step on him."

"You call me a pathetic weakling, yet while we were all fighting for our lives against Phantom Lord you turned a blind eye on everyone here!" Ben's wrathful glare strengthened. "If anyone here is pathetic, it's _you_."

Everyone's eyes widened at Ben's bold proclamation. Ben was either really brave or really stupid for standing up to Laxus. Did he not know how powerful Laxus was?

Laxus's cocky smirk vanished as he scowled at the teen. Growling, his left eyebrow twitched in rage. He stood up from the bench and faced Ben, causing anyone nearby to take tentative steps back. Ben, however, stood strong and collected, not intimidated by Laxus in the slightest. He had faced people like Laxus before and had always come out on top.

"You got guts, little man." Laxus grimaced. He then held up his right fist and it sizzled with electricity. "But you need to learn your place."

Laxus yelled as he fired a lightning bolt out of his fist. With finely-tune reflexes gained after years of hero work, Ben swiftly activated the Omnitrix and slapped down the dial. After a flash of green, standing in Ben's place was a short, chubby creature with green splotchy skin. It had six odd growths on the back of its head, a small tail, and black whisker-like marks on its face. The Omnitrix dial was displayed on its chest.

**"Upchuck" **

The little green alien jumped up and swallowed the lightning without any difficulty, much to everyone's amazement. Even Laxus's eyes had widened slightly from surprise.

"Whoa!" Happy said, shocked. "He just ate Laxus's lightning!"

"I wonder if it tastes any good." Natsu wondered with a thoughtful expression.

Lucy shivered fearfully. "I hate that form. It brings back bad memories."

"You mean when you were a short, green monster just like him?" Gray asked, smirking.

Lucy glared at the ice-make wizard. "SHUT UP! And Gray your clothes?!"

Seeing that he had once again stripped down to his boxers, Gray's eyes bulged open as he freaked out. "Dammit! When did this happen?!"

"What the hell!?" Laxus said, stunned. No one had ever eaten his lightning before.

Upchuck opened his mouth and barfed up green lightning at Laxus. The blonde headed wizard was too stunned to react as he was hit and sent careening back into a wall. A pile of stacked stones fell on top of him.

"HA!" Upchuck fist-pumped. "Top of the food chain, baby!"

The jaws of every wizard present dropped in awe and disbelief. No one had ever sent Laxus flying back like that. Even Erza's mouth had gaped a little while her eyes widened like dinner plates from the shocking scene.

"No way," Elfman muttered, surprised. "He sent Laxus flying."

"No one's ever done that before." Macao pointed out.

_'Incredible,' _Erza mused. _'He changed into something that could deflect Laxus's lightning attacks right back at him. Ben is actually thinking when he fights instead of relying on brute strength and power alone.'_ A smile tugged at her lips as she admired Ben's fighting instincts.

Suddenly, debris from the wall went flying outward as a lightning bolt shot out and struck Upchuck. The hit sent the little green alien flying back a few meters until he landed on his back. Ben couldn't help but grit his teeth; though this form was very durable, it did feel the sting from that attack.

Laxus blasted out from the pile with lightning coursing around his body. His eyes, which had turned golden-white, were burning with rage. Some of the mages witnessing the scene gulped and took cautious steps back, fearful of Laxus's wrath.

"You little pipsqueak!" the blonde haired mage growled. "You're dead!"

With that, Laxus let out yell and sprinted forward.

Upchuck got back up and smirked. "Actually, I'm…" Ben slapped the Omnitrix dial again. In another emerald flash, Upchuck was replaced by a twelve-foot-tall, red-skinned four armed alien. It wore a black sleeveless shirt with a green stripe going down the center, black pants, and a green and white belt with the Omnitrix dial in the center.

**"Four Arms!" **

Laxus yelled out as he threw an electric-charged fist at Four Arms, but the Tetramand easily caught the blow with his upper right hand by grabbing Laxus's wrist. The lightning wizard tried jabbing the four armed being with his left fist, only for Four Arms to catch it with his upper left hand. Laxus ground his teeth as Four Arms tightened his hold on his wrists and stretched his arms out, preventing him from escaping. The spiky blonde haired mage grunted as he tried to fight Four Arms' strength, but it was to no avail.

Four Arms smirked in satisfaction. "You look like you could use a hand." He held up his two lower arms and popped his knuckles. "Or two"

Ben sent a series of punches into Laxus's face, alternating between his lower right and left fists. After getting in a few hits, Laxus growled ferociously and retaliated by generating lightning around his body, which shocked Four Arms in the process. The Tetramand ceased his attack and clenched his teeth in pain.

Laxus laughed. "Not so tough now, are yah punk!"

To Laxus's surprise, Four Arms tightened his grip around the lightning mage's wrists. Laxus actually grit his teeth in pain from the pressure on his arms. Ben glowered at the spiky blonde with eyes full of determination and strength.

"You have no idea how tough I am." Four Arms retorted.

Despite the discomfort, Four Arms continued punching Laxus hard; however, he made sure to hold back a bit in fear of actually crushing Laxus's skull. The blonde mage's head was knocked side-to-side by Ben's powerful hits, and bruises were beginning to show on his face. Laxus increased the power of his lightning but Ben didn't let up on his onslaught.

The Fairy Tail wizards looked on in awe and disbelief as the two powerhouses stood their ground, neither one willing to back down.

Suddenly, before the fight could intensify further, a strong voice bellowed, "ENOUGH!"

Everyone turned to see Master Makarov standing in front of Four Arms and Laxus. He wore his usual orange pants, white shirt, orange jacket, and orange/blue jester hat attire. The expression on his wrinkled face showed that he was very serious.

Four Arms ceased his attack, but kept a strong grip on his opponent. Laxus, meanwhile, turned to Makarov with annoyance.

"Stay out of this old man!" Laxus yelled. "This is between me and the new guy!"

Makarov stretched out his arms and increased the size of his hands. He grabbed both Four  
>Arms and Laxus by the waist and separated them until they were a few feet apart.<p>

"I said that's enough; both of you!" Makarov restated; his voice much firmer.

When Makarov relinquished his hold on the duo, Laxus stepped back and glared up at Ben; the Omnitrix bearer returned it in full. The wizards present were all silent, looking on at Four Arms and Laxus as they stared at one another. The tension between them was quite palpable.

A moment passed before Laxus finally broke the silence, and snorted, "Whatever. I'm outta here." Laxus turned away and only walked a few steps before he disappeared in a flash of lightning.

Four Arms tapped the Omnitrix dial on his belt and, in a flash of green, transformed back to Ben. He crossed his arms over his chest and frowned.

"That guy needs a serious attitude adjustment." Ben commented.

Makarov sighed, holding a hand over his forehead. "Yes, I know. That grandson of mine will be the end of me."

After hearing that statement, Ben turned to Makarov and blinked twice. His eyes then widened in shock. "Wait? Grandson!?"

…

Thirty minutes after his confrontation with Laxus, Diamondhead and Erza were now walking down the streets of Magnolia away from the Guild Hall. The townsfolk they passed would stop and gawk at the crystal man. However, Ben and Erza simply ignored them and continued on their way.

They had said goodbye to their other teammates and wished them good luck at Fort Term. The highly-adaptive duo was confident that Natsu, Gray, Lucy, and Happy would be able to handle the job; after all, it was only a group of not-so-dangerous bandits.

Now, the Omnitrix hero and the armor-shifting mage were heading out on their own mission. Erza walked by Ben with a smoothie mug in each hand. In her right was strawberry-banana while her left held strawberry-kiwi. Titania certainly loved the strawberry flavored smoothies. Currently, she was sipping on the strawberry-banana flavor.

Diamondhead, meanwhile, was walking at Erza's right, pulling her wagon that was crammed full of suitcases. If Ben were human, he'd have a sheen of sweat dripping from his face. But thanks to Diamondhead's strength, he was able to pull the heavily-packed wagon. Nevertheless, that didn't mean it wasn't tiring the Petrosapien out.

"Remind me again, why am I pulling your luggage?" Ben asked. "I mean, I've seen you pull this thing without any difficulty at all."

_'She must be really strong if she can pull this thing without breaking a sweat.'_ Diamondhead thought.

Erza slowly drank her smoothie, reveling in the delightful taste of the cold drink. She stopped sucking from the straw and, without glancing back, replied, "It's your punishment for almost handing the Guild Hall another setback in its construction."

"I was just standing up for my friends." Diamondhead countered. "That jerk Laxus had no right to insult everyone like he did, especially when he turned his back on the Guild during the Phantom Lord mess."

Erza took another sip of her drink before turning her gaze to him. "Even so, Laxus is one of the strongest wizards in Fairy Tail. What were you thinking when you challenged him? Any threat that he makes he is certainly capable of backing up."

Ben scoffed. "I've beaten guys that were a lot tougher than him, Erza, believe me. Anyways," Diamondhead's expression hardened, if that was possible, "from what I've seen, Laxus is nothing but an egotistical bully…and I hate bullies. They pick on those weaker than them just to feel good about themselves. That makes me sick."

Erza paused from her drink and turned to Diamondhead, studying his features keenly. It appeared that Ben had had his own personal experiences with bullies from what she could tell.

Ben looked back and Erza, and mentioned, "And why are you criticizing me for standing up to Laxus? Hell, before I jumped in, you looked like you ready to attack him at any second."

Erza turned away and slightly pouted her lower lip. She realized that Ben did have a point there; if he hadn't challenged Laxus then she surely would've. Hearing Laxus talk so poorly of her "family" enraged her to no end.

"Point taken; in any case, thank you for standing up for everyone back there, Ben. That was very noble of you." Erza admitted truthfully.

Diamondhead shrugged. "No need to thank me; it's what I do. It's still kinda hard to believe a jerk like Laxus is actually the master's grandson though." He noted.

Erza sighed, exasperated. "Tell me about it."

Later, instead of heading to Magnolia Station to catch a train, Diamondhead and Erza arrived at a magic-mobile rental shop. It was a small; one-story white stone building that was cut off from the other shops. In the back lot they could see dozens of magic-mobiles of different designs and models. When they reached the front of the building, Diamondhead stopped pulling the cart and eyed the establishment in confusion.

"Uh…Erza," Diamondhead tilted a crystal brow. "Why are we at a car rental shop? Shouldn't we take the train instead?"

Erza turned to him and shook her head. "I'm afraid that the railway doesn't run through Peony, due to the very rough terrain. The only way to reach it is by ship, car, or walking."

"Oh," Diamondhead said. "How long will it take to get there?"

"Barring any interruptions, we should reach Peony later this evening. Now, I suggest you transform back to normal." Erza advised. A teasing smile then grew on her lips. "We wouldn't want you scaring the shopkeeper like you did everyone else in town."

Ben nodded. "Good call."

Diamondhead tapped the Omnitrix dial and, after the usual emerald flash, transformed back to Ben. He smirked. "But when it comes to scaring people, you got no room to talk. Not when Natsu, Gray, and everyone else in the Guild becomes pansies whenever you show up."

"Touché," Erza replied, smiling.

Later, after Erza had paid the shopkeeper to rent a magic-mobile, she and Ben were now in the back lot searching for one that fit their requirements. It didn't take them long before they found one that would actually hold all her luggage.

It resembled a 1930s van in body shape, it had wooden wheels, and its paint job was primarily green with black highlights. At the front were the steering wheel and an onyx leather bench, instead of a single driver's seat.

In order to save time, Ben transformed into XLR8 and packed all of Erza's baggage into the van's cabin. When he finished and changed back, Erza gently slammed his head into her chest-plate to show her appreciation, causing Ben's face to flush a light crimson. However, there was no room for her wooden cart, but the owner of the rental store promised he would watch over it until they returned.

As Erza took her seat behind the steering wheel Ben sat by her with only a foot of room between them. Erza removed the armor gauntlet on her left arm, and then proceeded to place the magic-mobile's coupling on her wrist. Ben, meanwhile, was studying the mechanics of the car with a curious expression. He couldn't help but wonder how the vehicle operated.

"So, how exactly does this magic-mobile work?" Ben asked. "I know that it doesn't run off gasoline since I haven't seen a gas station anywhere."

Erza turned to him and cocked an eyebrow. "Gasoline?"

Ben mentally slapped his forehead, forgetting that fossil fuels don't exist in this world; at least to his knowledge. _'Right, I almost forgot I was in a different universe and all.' _Ben thought.

"Gasoline is a refined chemical that comes from oil that is pumped from the ground. Back on my Earth, we use it to power our vehicles and stuff."

Erza hummed in interest. "I'm afraid we don't have anything like that here. Everything in Earthland, such as appliances, housing, and vehicles are all powered by magic." She replied.

The jacket-wearing teen eyed the gauntlet on Erza's left wrist, which was connected to a wire that traveled to the undercarriage of the car. "What about that thing on your wrist?" He pointed to the coupling. "What does it do?"

Erza unclamped the gauntlet from her arm and handed it to Ben for him to look at, while she explained, "This is the S.E. Plug. It draws the magical energy from within a person's body and uses it to power the engine."

"But wouldn't that deplete you of all your magic energy or something?" Ben questioned; a concerned expression on his face.

Erza nodded. "Yes, it can if it is used excessively." The redheaded warrior recalled the Lullaby incident when she put too much of her magic power into a magic-mobile, which nearly put her out of commission against the Dark Guild, Eisenwald.

Ben looked at the gauntlet again in a curious manner. "So, you just put it on your wrist like this?" He clamped the S.E. Plug onto his right wrist. He was expecting the car to start-up or do something; however, nothing happened. "Why didn't it – oh wait," Ben paused as the realization came to him. "Oh yeah, I don't use magic."

"That's right." Erza said. "There's no magical power within you to power the magic-mobile. That means only I can activate it."

"Right," Ben took off the coupling and handed it back to Erza; however, just before she could take it, a strange force was pulling on the gauntlet. Suddenly, the S.E. Plug was pulled out of Ben's hand and stuck to the Omnitrix's faceplate.

All of a sudden, the car immediately activated and shot forward like a missile, leaving a trail of dust in its wake. The magic-mobile drove down the streets of Magnolia at a blinding, absurd speed. The townsfolk nearby only saw a green blur and a dust trail. This made them stare in the direction of the green blur and scratch their heads in shock and bewilderment.

In less than five seconds, the turbo-charged magic-mobile had already exited Magnolia and was now driving on an empty dirt road. A trail of dust was being thrown up in the car's wake as it drove at a breakneck speed.

Ben and Erza were pinned to their seat by the air pushing against them; everything around them was passing by in a blur. The shape-shifting hero didn't need a speedometer to know that they were very close to reaching two hundred miles per hour.

"WHAT THE HECK IS GOING ON?" Ben screamed.

Erza fought against the strong wind and turned her gaze to the coupling, which was affixed to Ben's Omnitrix. "Your…Omnitrix; it must be powering the magic-mobile!" She yelled.

"I thought you said only magic could power it!" the brunette pointed out.

"I guess I was wrong." Titania contemplated that the extraordinary energy within the Omnitrix must've accidentally activated the magic-mobile and set it into overdrive. Erza groaned as she stretched out her right hand toward the coupling. "Ben, at this speed, the magic-mobile will eventually fall apart! We have to disconnect the hookup from your Omnitrix now!"

"On it" Ben reached for the S.E. Plug and tried to pull it off; however, it appeared to be stuck. He tried pulling it off again with more strength, but the gauntlet refused to detach itself from the white and green watch. "It – it won't come off! It's stuck!"

Erza's eyes had widened in shock. _'This is not good at all.'_ She thought.

The scarlet haired beauty swallowed her panic, grasped the coupling, and lent her assistance to Ben. Both highly-adaptive fighters pulled hard against the gauntlet, but it didn't budge an inch. Erza grounded her teeth together and put more strength into her arms. When she did that, the hookup actually began to move a little.

The shape-shifter and armor-shifter saw this and pulled harder on the coupler. Finally, the coupling gave way and detached from the Omnitrix. However, the second it came off, the van-like vehicle began to rapidly slow down until it came to a sudden halt. Thanks in part to the Law of Inertia, Ben and Erza were thrown out of their seats and into the air.

Acting on instinct, Ben reached out and pulled Erza into a tight embrace while in midair. After wrapping his arms around her, Ben oriented his back toward the ground and took the full impact, bouncing a couple times. Thankfully, they had landed in a grassy meadow, which provided some form of cushioning for the jacket-wearing teen; nevertheless, the impact was still very painful.

The two lay in the grass, Erza was on top of Ben; who at the moment was unconscious from taking the hard collision with the ground. Erza groaned lightly, feeling a bit of pain wash over her. Titania felt a bit woozy, despite that Ben had shielded her from the initial impact.

However, at the moment, Erza felt a moist sensation on her lips. When her brown eyes fluttered open, they instantaneously widened in shock.

Erza was lying on top of a knocked out Ben with her lips touching his!

She immediately separated her lips from his and crawled away, putting a few meters of distance between them. Erza's face turned several shades of red as she sat on her knees with her arms folded over her armor chest. The redhead couldn't believe what had just happened. She'd actually kissed him, even though it was unintentional and purely by accident.

The Fairy Queen felt her heart-rate increase rapidly while she began to inwardly freak out over the incident. Subconsciously, Erza subtly touched her lips; her expression shifting into deep thought.

Erza had to admit, the feeling she experienced when their lips were together felt quite…enjoyable. She immediately shook her head from that thought. _'Pull yourself together, Scarlet! Do not think like that! It was only an accidental kiss…nothing more.'_ Erza berated herself; nevertheless, her heart still continued to beat quickly.

"Ugh…" A groggy groan emanated from Ben's throat as he regained consciousness. He sat up from the grass and placed a hand over his aching forehead. "Man that was painful. Let's…never do that again."

He then shifted his attention to Erza, who for some reason was starring off into space with albeit a panicked expression on her face. "Erza, you okay?" He asked, concerned.

Erza didn't respond immediately as she was still trapped her thoughts. He crawled to her and shook her shoulder lightly.

"Erza, are you alright?"

The redhead was snapped out of her musings and turned her gaze to Ben. Upon seeing him she looked away, the blush on her cheeks intensifying. "Huh…oh…um –yes! Yes, I'm fine."

Ben arched a brow at her strange behavior. The Omnitrix hero then noticed something else peculiar. "Um…Erza, why are you blushing?"

Erza snorted while she closed her eyes and folded her arms over her chest-plate. "I am not blushing."

"Sure," Ben stood up and dusted himself off. "Whatever you say"

He offered Erza his hand, which she accepted and Ben pulled her back to her feet. "Sorry about that." Ben apologized. "I'm not sure what happened, something just pulled the coupler out my hand and-"

Erza dusted her skirt off before interrupting, "It's alright, Ben. It was just an accident. You didn't mean to do it. Although," an impish smile grew on her lips. "I think it would be best if _I_ fuel the vehicle."

"Good idea" Ben smirked.

The duo made their way back to the magic-mobile after shaking off the incident; though, Ben still felt sore from smacking into the ground. He was definitely gonna feel the full sting of the bruises tomorrow morning.

They checked over the van to make sure it didn't suffer any damage. Ben even went Grey Matter and gave it a once-over. After he finished his quick examination, Grey Matter hopped out from the van's undercarriage and, in a flash of green, transformed back to human.

"Nothing's damaged." Ben assured with a smile and thumbs-up. "Now, let's get back on the road. Those townspeople in Volk Springs still need our help."

Erza nodded. "Agreed"

They sat down on the front bench and made sure to buckle their safety belts. Erza clamped the hookup onto her left wrist, which started the vehicle. The two powerhouses resumed their drive down the dirt road, only this time they traveled at a normal speed.

A moment of silence passed by and, for Erza, it was awkward. With her free hand, she subtly touched her lips again. The memory of the little accident was still fresh on her mind and wouldn't leave. She still remembered the sensation she had experienced when her had lips touched Ben's, despite how short-lived it was.

_'What is wrong with me? Why can't I just forget it? It was only an accident! So why am I thinking so much of it?'_ Erza pondered.

Ben looked away from the scenery passing by and turned to Erza. He was curious when he saw the redhead touching her lips and an expression of deep thought written on her face.

"Uh…Erza, you okay there?" Ben asked.

Ben's voice quickly brought her back into reality. "Uh…y-yes, I'm fine. No need to worry." She stammered.

To keep herself form blurting out something idiotic, the scarlet haired warrior switched topics. "When we were thrown into the air a while ago, you wrapped yourself around me and took the impact for me. Though I am touched, why did you? You know that I am very durable and I could've handled it."

"Um," Ben rubbed his neck sheepishly. "Well, everything just happened so fast and that was how I reacted. I would've gone alien but I didn't have time. So I just did what I had to do to make sure you'd be okay."

Erza smiled, touched by Ben's chivalry and concern for her well-being. "Thank you, Ben. Though it was unnecessary, I still appreciate it." She admitted.

Erza took his head and gently slammed it into her chest-plate. Ben pulled back with a red, flustered face. She seemed to be making a habit of this. "Uh, yeah…don't mention it." He chuckled nervously. "We're friends; it's what we do for each other."

Another moment of silence went by, but this time it wasn't the awkward kind. As they drove down the path, Erza couldn't help herself but replay the sensation of her lips on Ben's again. She inwardly scolded herself, telling herself to just drop it; however, she just couldn't.

Her face turned a light shade of red from the memory, which Ben quickly noticed.

"Uh…Erza, you're blushing again." He noted.

Erza closed her eyes while her grip tightened on the steering wheel. "I am not!" she stated firmly.

Ben arched a brow at his redheaded partner and pointed out, "That's not really convincing, Erza. Your face is totally red."

"It is not. You're just seeing things." She affirmed stubbornly.

The Omnitrix hero blinked twice in bemusement and scratched his head at Erza's odd behavior.

The two continued their trek through the Fiore countryside, driving at a moderate speed. Erza made sure to monitor the amount of her magical energy she put into the magic-mobile. She didn't want to be drained by the time they got to Volk Springs.

To pass the time, Ben and Erza discussed various things. However, the main topic that Ben brought up was Laxus and the Thunder Legion. Erza told Ben more about Laxus and the members of the Thunder Legion, who happened to be Laxus's personal body guards.

When he heard this information, Ben rubbed his chin in thought. "Hmm…so Evergreen was acting that way toward me yesterday because she wanted me to join the Thunder Legion?"

Erza nodded. "Yes. It must've been her way of trying to convince you to join."

However, Erza could tell that Evergreen wasn't putting on a show and was actually genuinely flirting with Ben. The redhead could see it in her eyes, the way she was ogling Ben like a hunk of meat. That thought caused a little steam to hiss from her ears, which she failed to acknowledge.

This didn't go unnoticed by Ben. "Erza, are you alright? You seem…angry all of a sudden."

"I am not angry." She declared firmly. "I am just fine."

Ben cocked a brow, not buying her act one bit; nonetheless, the teen hero decided to drop it. "Okay," He then paused as he tried to think up another conversation topic. As he pondered, he heard a suitcase raddle around in the van. Suddenly, a light-bulb came on in Ben's brain.

"Hey Erza"

The scarlet haired warrior turned to her green jacket-clad companion. "Yes?"

"You can re-quip into all kinds of armors and regular clothing, right? So why do you bring so much luggage with you when you head out on a job?" Ben asked. "I mean, it seems unnecessary since you can change into any kind of apparel with just a thought."

Erza shrugged and smiled. "I just feel more relaxed bringing all my belongings with me."

"Okay," Ben said, "so what's your favorite thing to re-quip into?"

"Hmm…" Erza hummed as she tapped her chin in thought. After a moment, she slyly grinned. "I suppose my bunny suit would have to be my favorite."

Ben blinked. The words "bunny suit" had definitely caught his interest. "Bunny suit? What's that?"

Erza turned to him and, surprisingly, gave Ben a coy smile. "I'll show you later." She winked.

Ben felt blood rush to his face as a bit of anticipation built up inside him. Although he wasn't a pervert, he was still a warm-blooded teenager.

"So tell me, Ben Tennyson," Erza said, "out of all your amazing transformations, which one is your favorite?"

The brunette looked away as an expression of contemplation crossed his face. What was his favorite alien? He never really picked favorites; however, he did have forms that he preferred over others. Diamondhead, Swampfire, and Humungousaur were good examples of aliens he loved to turn into.

Suddenly, Ben then remembered a certain alien he had unlocked just a couple years prior before he arrived in this universe. The moment he turned into it, he felt a certain rush and a sense of self-confidence that he had never experienced before while in any other alien form.

"How about I show you?" He offered.

With an excited smile on his face, Ben activated the Omnitrix and scrolled through the holo-wheel. Once he found the icon he wanted, he pressed it, and then slapped down the core. Erza was forced to turn away from the usual blinding emerald flash.

When the light disappeared, she turned back to see a seven-foot-tall humanoid with black skin (except for his chest and torso, which was green) sitting in Ben's seat. It had a lean muscular body and a single cycloptic green eye that beamed with confidence. On top of its head were two long antennas with golden plugin tips at the ends, along with a tail that had a build similar to its antennas. Attached to its forearms, shoulders, and hip are golden bolts that resemble batteries. Its fingers are comprised of square-shaped, golden plugins that were identical to the plugins on its antennas and tail.

"I call this guy, **Feedback**!"

Erza eyed this new transformation with curiosity and intrigue. "So, this is your favorite form? What can he do?" She inquired.

Feedback smirked brightly. "I can do this."

The Conductoid stretched the two antennas on his head to the undercarriage of the magic-mobile and connected his plugins with the engine. All of a sudden, the van jolted forward as their speed nearly doubled. They were now traveling close to seventy miles per hour; though Ben made sure not to accelerate past the hundred MPH mark since cars in this world weren't built to move beyond that speed for very long.

"I can discharge energy and I can absorb all other forms of energy too." Feedback explained smugly.

"Impressive," Erza muttered in awe. Her expression then turned serious. "But didn't you listen to me?! If we go any faster then this vehicle will fall apart!"

"I know. Don't worry," Feedback assured confidently, "I won't put enough power into the car for it to go that fast again; besides, this way you don't have to drain any more of your magic getting us to Volk Springs."

Erza was about to rebuke her companion until she realized that Ben, or rather Feedback, did have a point and that his actions made sense. She let out a heavy sigh as she quickly removed the magic-mobile's hookup from her wrist before putting her hands back on the wheel.

"Very well, you do make a valid point." She turned to Ben with a teasing smile. "You're just full of surprises, aren't you Ben?"

Feedback smirked. "Trust me, you haven't seen anything yet."

The Conductoid put it a little more energy into the engine, maintaining their speed now that Erza had removed the hookup and then increasing it to eighty miles per hour. Anyone who was walking down the dirt road was taken off guard when a green van zoomed past them at an impressive speed, leaving a dust trail in its wake.

The ones who caught a small glimpse of a black humanoid creature sitting by a redheaded beauty at the wheel could only blink, dumbfounded.

…

Several hours later, Ben and Erza finally arrived in the northern port town of Peony. They had arrived an hour early thanks to Feedback providing an extra energy boost for the magic-mobile. Ben now understood why a railroad couldn't be built into the town. The terrain was rocky, rugged, and consisted of many steep hills. In hindsight, it was just too rough for a railway company to construct train tracks through.

As they drove into Volk Springs, Ben couldn't help but admire the town's architecture and geographic layout. Obviously since it was a port town, it was positioned on the coastline of the North Sea, where the water was dark blue and looked very clean. Jagged, rocky hills with sparse green forests surrounded the town as if they were providing a natural barrier from the rest of the world.

The real topographical eye-catcher was the stratovolcano twenty miles west of town, Mt. Infernus. Infernus stood at a towering ten-thousand meters, stretching from the wide base to the traditional cone-shaped top; it could be seen from many miles away and seemed to loom over the village and surrounding landscape. The townspeople didn't concern themselves with the colossal giant, considering that it has been dormant for centuries; nevertheless, there was always that worrisome thought of when that day would come when Infernus finally blew its top.

Along with the geography, the town itself was also quite charming; in fact, it was on a level that matched Magnolia's. And like the hometown of Fairy Tail, the buildings were packed together and most of them weren't taller than two or three stories. This made the gothic-designed town hall at the south end, which was the farthest from the ocean, even more impressive as it towered over the rest of the town.

However, the grand jewel of Peony was a spectacular geyser, which resided in the town park in the center of the village. The area around it was bare as steam billowed from the cracks and holes around the giant hole. Every ten to twenty minutes, a jet of high pressured, scolding hot water would erupt from the geyser, reaching a height of two hundred feet. The heat the geyser generated was high enough that it could warm the entire town. This was very beneficial in the harsh winter time, but in the summer months, the townspeople tended to keep their distance from the geyser.

Ben and Erza pulled up into the courtyard of the hotel they would be staying at, the Infernus Palace. The hotel was six stories tall, which was taller than the rest of the buildings in town, excluding city hall. It was constructed of white stone and the roofing was burgundy shingles; all in all, the building had a lavish quality to it.

After parking outside, they walked into the main lobby to check-in. Ben had a black duffle-bag hanging from his right shoulder. Just like the exterior of the hotel, the interior of the foyer was also quite opulent. The floors were made of smooth red stone, the walls rough and painted golden-white, and the ceiling was a dark oak. The duo ambled up to the main counter that had a black granite top.

The clerk at the desk was a raven haired woman of average height and had porcelain skin. She wore a white blouse, a black coat with a red tie, black skirt and stockings. A gold 'AMY' name tag was on her left breast. She smiled once she saw Erza.

"Good evening, Miss Titania; I'm Amy. Welcome to Infernus Palace." Amy frowned when her dark eyes fell on Ben. "However, we weren't aware that you would be bringing your butler."

"Butler?" Ben's brows furrowed in irritation. "I'm not her butler!"

"Oh, then…you're her servant?" Amy implied, tilting her head.

"What? NO!" Ben shouted, becoming annoyed.

Erza, meanwhile, couldn't suppress her amusement as she giggled at the scene. "Amy," Erza intervened, "this is Ben Tennyson, the newest member of our Guild. He is my partner on this job."

"Partner?"

Another hotel employee came by and sat down a stack of papers near Amy. He was a brunette haired man who was a few inches taller than Amy. He wore a white button-up shirt with a red tie, black coat, and black pants. On his left chest was a gold tag with the name 'CLARK' emblazoned in onyx.

"Duh!" Ben replied. "Isn't the Guild mark on my jacket proof enough?" He gestured to the white Fairy Tail badge sewed onto his left jacket sleeve.

"This guy is your partner?" Clark questioned, unimpressed. "He doesn't look so tough. What kind of magic can he do?"

"HEY!" Ben shouted; a vein throbbed on his temple as his ire rose. "I am standing right here yah know!"

"Please, do not mock my partner like that, Mister Clark." Erza said firmly. "Ben here is a powerful Take-Over wizard. And for your information, he is a lot tougher than he appears." A smirk took shape on her lips. "In fact, he managed to defeat me in combat yesterday."

"WHA?!" Amy and Clark remarked; their jaws slacked while astounded expressions crossed their faces.

Ben looked at Erza, surprised that she was so comfortable and unembarrassed about telling people she lost to him. That was very admirable, in Ben's opinion.

"Wait! Take-Over wizard?" Clark repeated. "I - I heard a rumor of a new guy from Fairy Tail who could change into a giant titan." He then looked at Ben apprehensively. "Was that…"

"Yeah," Ben said smugly, "as a matter of fact that was me."

"I can attest to that since I was there to witness it." Erza added.

Clark and Amy stared at Ben shocked and dumbfounded. Once the realization of their blunder sank in, they began to feel very uneasy. They both had just insulted a person who could easily destroy the whole town with ease. Not a smart move.

"We're sorry!" the two hotel workers blurted out simultaneously. "We – we had no idea you were that Take-Over wizard! Please forgive us!"

Ben and Erza sweat dropped at the duo's reactions. The former shook his head and held up his hands in a placating manner. "Okay, okay just calm down. There's no need to get all scared. I'm not gonna go on some violent rampage like my partner or some of my other friends at Fairy Tail would."

Erza nodded. "That's right."

A few seconds later, when Ben's words settled in, she realized what she had walked into. "Hey!" she said indignantly.

Ben shot her a teasing smile. "What? You and the others back at the Guild can get pretty rowdy."

Erza sighed, exasperated. She couldn't argue with Ben's valid point, she and the rest of Fairy Tail could get a bit carried away at times; some more than others. A certain pink haired Dragon Slayer being one of them. The scarlet haired warrior shook her head to clear her thoughts and returned her gaze to Amy.

"Anyways, Miss Amy, could you please give us our keys and room numbers?" Erza requested. "Ben and I are meeting up with the mayor tonight and we are on a schedule."

"Well," Amy fidgeted, tapping her fingertips together nervously. "The thing is Miss Titania, we thought only you were coming. So, we only prepared one room…and all the other rooms are booked."

Ben inwardly sighed. _'That might complicate things. Oh well…I guess I can sleep in the magic-mobile tonight.'_

"Only one room?" Erza repeated. "With one bed?"

Amy nodded. "I'm afraid so, Miss Titania."

"That's fine." Ben responded. "I'll just sleep in the car tonight."

Erza arched a brow and gave him a stern, concerned look. "While I sleep on a comfortable bed in a nice room? That doesn't seem fair."

Ben shrugged nonchalantly. "Eh, I've slept in worse. It's no big deal, Erza. Really"

It was true. Throughout Ben's tenure as a hero, he had been forced to sleep in harsher, more uncomfortable places; the Null Void being one of them. Sleeping in a car for the night was no big deal and not an issue for the shape-shifter. After all, he hadn't come to Peony for comfort; he'd travelled there to save it from volcano demons.

However, the Fairy Queen seemed to think differently. She shook her head in disagreement. "No. That's unacceptable." She then turned to Amy and smiled. "One room is alright. Ben will be sleeping with me tonight."

At that statement, Ben's eyes widened as his face flushed bright red. "W-what?" He blinked twice, thinking he had misheard her.

Erza turned to her partner and slyly smiled. "You heard me. I couldn't sleep knowing I would be in a nice, soft bed while you would be in that uncomfortable car. It just isn't right." She said flagrantly.

"But-" Ben began to protest.

"End of discussion." Erza stated sternly, narrowing her gaze at the Omnitrix hero.

Although Erza's glare didn't intimidate Ben like it did almost everyone else, he did feel a bit unsettled by it. He realized that no matter what, Erza would not allow him to crash anywhere else besides the hotel room. She was just as tenacious as Natsu was.

Ben let out a heavy sigh, and conceded, "Alright, I'll…" he gulped as blood rushed to his cheeks, "…sleep with you tonight."

"Good." Erza smiled. "Our room key, please?"

Amy pulled out a gold key with the number 300 engraved at the top. Erza grabbed Ben's wrist and pulled him back toward the main doors.

"Now, let's get our luggage into our room before we met up with the mayor." Erza said.

Ben sweat dropped. "Our luggage? You might as well call it what it is; it's _your_ luggage." He deadpanned.

When they got back to the magic-mobile, Ben transformed into Fasttrack and carried all of Erza's baggage to their room on the sixth floor; much to the amazement of the hotel employees. This earned him another head slam into Erza's chest-plate, causing him to flush once again.

After getting their belongings in their room, Ben and Erza set out for their meeting place with the mayor of Peony. Along the way, the duo came across a street lying in shambles, courtesy of the demon attacks. Large cracks crisscrossed the street and faint trails of smoke billowed from them. Any structures within a five hundred yard radius were burnt to a dark crisp.

To make matters worse, Ben and Erza had overheard that an attack like this was minimal compared to the previous attacks in the last three weeks. People had gotten seriously hurt and the homes and shops of innocent civilians had been destroyed. This only strengthened the duo's resolve to help the poor townspeople and stop the volcano demons once and for all.

The highly-adaptive warriors made it to the meeting place several minutes later. It was a small restaurant located downtown, just a street across from the city park; called the Peony Café.

Ben and Erza were now seated in a booth next to each other; the seat across from them was vacant. The former was by the window, which displayed a view of the entrance to the town park. They both had gone ahead and ordered themselves some drinks whilst they waited on the mayor, who was scheduled to show up at any minute.

The Omnitrix hero took a few sips from his fruity beverage. As the taste set in, he shrugged nonchalantly. _'Eh, I'm not really feeling this drink. Now that I'm to back to drinking smoothies, I don't think I can drink anything else now.'_

He looked over to Erza. "Hey Erza, how's your drink taste?"

The redhead took a long sip from her glass, which was filled with a strawberry-cherry infused juice. She closed her eyes momentarily and frowned. Normally, anything that had strawberries in it would make Erza happy; however, this drink lacked a certain kick that a new beverage she had gotten addicted to had.

"It's okay, but I prefer your smoothies better. Ah…" Erza sighed dreamily, "There are just so many flavors that you can blend together. The mere thought of those delicious, frozen beverages is making my mouth water."

"Finally," he exclaimed in relief, "someone who understands!"

A few minutes later, a six-foot-tall, spiked, crimson haired man sporting a trimmed red goatee walked up to their booth. He wore an orange collared shirt, a black leather vest, blue trousers and black boots. Despite his intimidating appearance, thanks to his bulky body build, the man seemed to have a calm, gentle nature to him.

"Greetings," the man said smoothly, "you two must be from the Fairy Tail Guild; the ones who accepted our request?"

Ben nodded. "That would be us. So, you're the mayor?"

"Yes. I am Liam Cryoson, the mayor of this little town." He held out his hand.

"It's a pleasure to meet you, Mayor Cryoson." Erza shook his hand politely.

"The pleasure is all mine, Miss Scarlet." Cryoson replied.

The spiked, red haired man then turned his attention on Ben. "I'm sorry. I didn't get your name?"

"The name's Ben. Ben Tennyson." Ben extended his hand, which Cryoson accepted and shook.

"Good to meet you, Mister Tennyson." The mayor took a seat opposite of Ben and Erza. "Are you new to Fairy Tail? I've never heard of you before."

"Yeah, I just joined a month and a half ago." Ben said. "And please, call me Ben."

"Ben here has made quite a name for himself as a powerful Take-Over wizard." Erza added. "He's managed to defeat me and our Guild's hot-headed Dragon Slayer, Salamander, in combat; the latter more than once."

A look of slight shock passed over Cryoson's face; nonetheless, he kept his composure fairly well.

Ben leaned toward Erza's ear. "You really don't have any problem with telling people you lost to me?"

Erza blinked. "Of course not; why would I?"

"That's quite impressive, Ben." Cryoson admitted. "As dangerous as these volcanic cretins have become, we could use another wizard of your power along with Titania's to aid us."

_'I wonder if I'll ever get used to being called a wizard._' Ben mused.

"Speaking of volcano demons," said Erza, "what can you tell us about them?"

Cryoson's expression became serious. He explained that the demons were big, powerful lizard-men who stood eight-feet-tall and were armed with very sharp teeth and claws. But, to Ben and Erza, the most shocking part of the description was that their bodies were completely made of lava and burning rock.

"Like Heatblast," Ben murmured. He then shook his head from his thoughts, and asked, "Is there any pattern to their attacks? And do you know if there's a reason they're doing it?"

"In order," Cryoson answered, "there is a pattern. Every three days, a fissure appears in a random spot in town, and at least a dozen or so monsters swarm out and terrorize that section of the town. As for a reason, I'm afraid I can't see one. All they seem to do is cause havoc by frightening citizens and wrecking buildings."

"When was the last time they attacked?" Erza inquired.

"Two days ago." The Peony mayor replied.

"Which means that they're bound to attack sometime tomorrow," Ben deduced.

"Yes," Cryoson sighed dejectedly, "and these things have picked the worst possible time of the year to terrorize our town."

"Huh? What do you mean?" Ben asked, lifting a brow.

"Summertime is a very important time for Peony. It's the time of the year that our community's income is at its highest." Cryoson elaborated. "You see, the winters up here can get very brutal. Several feet of snowfalls and glaciers hundreds of feet thick form across the landscape and the coastline, blocking anyone from getting in or out. That's why the railroad can't build tracks through here. The thick sheets of ice that form would easily crush the rails."

"So the town is essentially isolated in the winter months." Erza synopsized, holding her chin.

The bright crimson haired man nodded. "Yes. This means the only time of the year our people can make a living is the spring, summer, and fall months. The town is inaccessible during the winter. It's why we're so desperate for your help." He continued. "Though I'm more concerned with the welfare of our citizens, the tourists who come here do bring money into our community. Naturally, many of them have been frightened off by these fiery abominations. If something isn't done soon, Peony's economy will fail and everyone in town will go broke. Please, you must stop them. Our town is depending on it."

Ben and Erza could both feel the desperation in the mayor's tone. Even though he had mentioned how the city's economy was in jeopardy, they could tell that he was also concerned for his citizens' well-being.

"You needn't worry, sir." Erza assured. "Ben and I won't be leaving until the job is done. Right, Ben?"

The shape-shifting hero nodded and smirked confidently. "Right. You can count on us, mayor. We'll take down those flaming lizards no matter what. You have our word!"

"Thank you both," Cryoson said gratefully.

Suddenly, the sounds of loud hissing caught Ben's attention. He looked out the window to see a large jet of high-pressurized water being shot into the air. It appeared to be coming from the city park across from the diner.

"What's that?" Ben wondered.

The crimson headed mayor smiled. "That," he replied, "is the grand jewel of Peony: the Peony Heart."

"The Peony Heart?" Erza repeated in an intrigued manner.

"The Peony Heart is a very significant landmark." Cryoson explained. "As I said, the winters up here can get harsh. So harsh that they could potentially destroy the town. However, during the winter months, the geyser shoots out enough heat and boiling water that it amazingly wards off the glaciers and thick snowfall."

The mayor paused and chuckled a bit. "That geyser is the reason this town still exists. It's why it is so revered around here; it has provided heat and hope during the most ruinous of times. This is why our founding settlers named it, the Peony Heart."

"Cool," Ben said, amazed.

"Yes," Erza agreed, "that is quite fascinating."

Cryoson's smile then turned into a frown. "Back to the demons, I have noticed something peculiar about the creatures' attacks. With each attack on the town, they appear to be getting closer toward the Peony Heart…oddly enough. That has me concerned."

"Hmm," Erza rubbed her chin in contemplation, "that is strange. I wonder why though."

"I guess we'll find out tomorrow." Ben said. "That is when they're due to attack again."

…

Ben, Erza, and the mayor spent another hour going over the details of the volcano demons and the previous attacks over a meal of rice, vegetables, and meat. Once they finished, Ben and Erza wished the mayor goodnight before they headed back to Infernus Palace.

Their room was spacious but nothing extravagant. It had a bathroom, closet, and a large room that had a queen-sized bed in the center, which had two nightstands with a lacrima lamp on both sides. The flooring in the bath room was composed of white tile while the rest of the room featured red carpeting. The walls were rough and painted golden-white while the ceilings were boarded with dark oak.

The far wall opposite to the door included a large window, which had burgundy curtains. The view it provided was amazing; it overlooked all of Peony and the North Sea past it. All in all, it was a nice room to stay in.

Ben, currently, was sitting on the end of the bed untying his shoes. He had finished his shower earlier and was now wearing his night clothes, which consisted of black pajama pants and a black sleeveless shirt. The brunette was about to pull off his shoes when the bathroom door opened.

A cloud of steam flowed out from the doorway. Erza stepped out, only wearing a white towel that barely concealed her wet, glistening body. Her long scarlet hair stuck to her back while her bangs hung down her face.

Ben couldn't help but admire Erza's voluptuous body and her impressive…assets. He wasn't a pervert by any means, but he still was a young man and the Omnitrix bearer had to admit that Erza was very beautiful.

However, he decided to be a gentleman and look away from her almost naked form; nevertheless, that didn't stop the teen hero from blushing profoundly. Although, when he was looking at Erza, he had taken note of a few scars here and there across her body.

Ben figured they were just battle scars, but based on his own knowledge and experiences, there was a deeper story behind them. The scars didn't particularly trouble Ben; in fact, he sported a couple scars of his own. One of them was relatively minor and vaguely resembled the shape of New Jersey on his upper back. The other, however, originated from a rather dreadful event that had occurred not-so-long ago in course of his life.

Ben inwardly shook his head, shutting out that devastating memory.

_'NO!_' He thought sternly. _'Don't think about it. Just…don't...'_

Subconsciously, he lifted his left hand and touched the area under his right pectoral.

As Erza turned her gaze to Ben, she noticed how he was looking away with a distraught expression on his face and that he was subtly touching his chest. In the time that Erza was with Ben, she had never seen such a troubled look from him. Ben was usually joyful, carefree (unless the situation was serious), and confident. The distressed countenance he had was so unlike him.

"Ben, is something wrong?" She asked, concerned.

Ben didn't respond as he continued to stare off into space.

"Ben!" Erza tried again.

This time, Ben was snapped out of his trance and turned back to Erza. When he saw that she still only had a towel concealing her form, he blushed.

"Huh? Oh, um...yeah?" He stuttered.

"Are you alright? You looked…troubled. Is my..." She looked away fretfully, folding her arms under chest, which made her breasts pop out even more; much to Ben's embarrassment. "…body disturbing you?"

Ben's eyes widened. "What?! NO, no! Your body's not bothering me at all, it's very attractive…I MEAN…uh...not that I was staring…I mean…CRAP!"

Erza giggled at Ben's panic and awkwardness. This was something that she had not seen from the shape-shifter, and she had to admit, it was rather amusing and cute.

_'Wait, cute?'_ Erza paused, that is a word she thought she'd never use when thinking about a boy, or young man in Ben's case. She then looked back at Ben and realized that he was not your average young man in any sense.

"I – uh, I'm sorry." Ben said after finally gaining enough of his composure back. "I was just…thinking that's all."

Erza could tell there was more to it than that. The expression on his face was proof enough; however, the redhead decided to drop it. Whatever Ben was thinking about, it appeared to be a sore subject. She decided to let it go for now, but she hoped to get some answers in the future.

"Alright" Erza sighed. "If you say so"

Suddenly, Erza's body was shrouded in golden-white light, causing Ben to look away. When the brilliant flash faded away, Erza was now clad in a pink set of pajamas with purple crosses all over it.

"We should get to bed. We'll need all of our strength for tomorrow." Erza advised.

"Yeah," Ben smiled, a bit of confidence returning. "Tomorrow it's Hero Time."

The teen hero was fixing to crawl into the bed until Erza said, "OH! I almost forgot."

"Forgot what?" Ben lifted a brow.

Erza smiled slyly. "The bunny suit," she answered. "I was going to show you."

Golden-white light flowed over her body again. When the light died down and Ben looked back, his eyes bulged open while his jaw hung down. Erza was wearing a tight, one-piece black outfit that showed off her voluptuous body and a staggering amount of cleavage. She wore black stockings, red heel shoes, and a pair of long, gray bunny ears that were attached to a band on her head. Around her neck was a cute red bowtie.

"Well," she cocked her hip to the left, resting her left hand on it. "What do you think?"

A trickle of blood dripped from Ben's nose as his face turned several shades of crimson. His body was petrified as his gaze was locked onto Erza's sexy form. The teen tried to look away, but he couldn't pry his eyes away from her. This was the same reaction Ben experienced when Erza re-quipped into her Seduction Armor in their fight yesterday.

"Well, aren't you going to say something, Ben?" Erza smirked mischievously.

Ben shook his head and tried to form a coherent reply. "I – uh, you…um…you look…just, whoa." He stammered, mentally slapping himself for his stupidity.

Erza chuckled and smiled gently. "Thank you, Ben. That's sweet of you."

The scarlet haired mage then turned until her backside faced Ben, prompting the Omnitrix hero to flush profoundly. His breathing and heart-rate both began to increase. What the hell was she doing?! Erza then pointed at the white bunny tail on her rear.

"I haven't gotten a chance to reward you for carrying my luggage today, Ben."

"Um," Ben sweat dropped. "It's…no big deal. Really!"

"This tail is just as soft as a real bunny's tail. For your reward, you get to touch it." Erza offered.

Ben's eyes widened. "What?" He blinked twice, thinking he misheard her. "I'm sorry; it sounded like you said you wanted me to touch the tail."

Erza chortled lightly, "That's exactly what I said. Touch it."

She moved her rear closer to him. Ben gulped while his face got much hotter. Was this really happening? Usually, Ben would refuse to such a thing, but temptation was overriding Ben's rationality at the moment. He closed his eyes and timidly stretched out his hand to grab the tail.

Erza then felt a twinge of pain from her right foot, no doubt from the heels that she wasn't used to wearing. She took a step back to lessen the discomfort; however, this caused Ben to miss his target. So, instead of grabbing her tail, he squeezed her ass.

Erza yelped in surprise, which startled Ben. He opened his eyes to see that his hand was clutching her rear instead of the tail. He cried out and immediately pulled back in embarrassment and shock. Erza turned to face him, taking a couple nervous steps back. Like Ben, her face was as a red as the strawberries she craved.

"I'M SORRY!" Ben yelled in panic as he stood up and stepped toward her. "I SWEAR I DIDN'T MEAN TO -"

Ben stopped midsentence when he stepped on his untied shoe laces on his right foot and tripped forward. Erza was unprepared when Ben fell on her, causing them both to collapse on the floor. The shape-shifter and re-quip mage both grunted from their impact with each other and the floor. The former opened his eyes and was met with quite a shock; his face was buried between Erza's breasts!

He instantly pulled back, gasping for air as his heart pounded wildly. Ben was about to get off until he suddenly froze. Ben and Erza both laid there on the floor, the former on top of the latter, starring into each other's eyes. Their faces were both flushed and their breathing, which started off as rapid, was beginning to calm. The ability of speech had left them both as they continued to gaze at one another, locked in an unexplainable trance.

All of a sudden, they snapped out of their daze when the door to their room opened. They turned their heads to see a brunette haired room-keeper walk into the room, sporting a typical maid outfit. She had all her cleaning supplies in a basket at her side. The lady stopped when she saw Ben and Erza lying on top of one another. Her jaw dropped open and a light blush formed on her cheeks when she noticed the exotic getup Erza was wearing.

"I – uh," she stuttered incoherently, "I'll…come back later!" She swiftly ran out of the room, closing the door behind her as she departed.

As soon as the door shut behind her, Ben and Erza returned to reality. Ben sweat dropped nervously and quickly rolled off of Erza and returned to his feet. He took a few steps back with his hands raised.

"Sorry!" he shouted, flustered. "I really am! I didn't mean for that happen!"

Erza got back to her feet; her face was now as red as her scarlet hair. "Ben, it's okay." She assured gently but firmly. "It was only an accident, I understand."

Ben slumped his shoulders and let out a collective sigh of relief. "Whew. Thanks, glad you understand."

Erza folded her arms below her breasts, making them pop up a bit; much to Ben's embarrassment again. "However, I believe it would be best if we forget this incident ever happened. Am I clear?"

Ben nodded. "Crystal"

Erza smiled. "Good. Now, I suggest we get to bed. We have a long day ahead of us tomorrow."

"You don't have to tell me twice." Ben remarked.

Ben lifted the covers on his side and got under them. He laid his head on his pillow and reached out to turn off the lacrima lamp. He felt the other side of the bed shift as Erza crawled into bed. The Omnitrix bearer glanced over, hoping she wouldn't get too close to him. That would make things even more awkward than they already were now.

Thankfully, she was a comfortable foot and a half from him. However, he blanked when he noticed that Erza was still in her bunny suit.

"Uh…are you gonna wear that for the night?" Ben asked.

Erza glanced back in confusion until she realized that she was still clad in her bunny outfit. "Whoops! Silly me" She said sheepishly. In a flash of bright light, Erza re-quipped into her pink set of pajamas from earlier.

Erza turned off the last lacrima lamp, encasing the room in darkness. Ben laid on his side with his back facing his redheaded partner. He closed his eyes and let his body rest. A few minutes later, as he drifted off, he heard a gentle voice speak to him. "Good night, Ben."

"Good night Erza," He murmured before sleep finally took over.

Erza, Titania of Fairy Tail, subtly glanced back to Ben's snoozing form and lightly blushed. She shook her head and rested her head on her pillow, following Ben's example. A couple minutes later, the superhero and the mage in armor had both drifted off to sleep.

…

The next morning, the sunlight peeked through the curtains of the room's window and fell upon two sleeping occupants on the bed. One of the forms stirred from the light. Ben's eyes fluttered open as consciousness began to return. He lightly groaned from the light hitting his face.

Suddenly, the awakening Ben noticed something odd. He could feel a soft but firm weight on his body.

_'Huh? What the…?'_ He thought.

Ben looked down and felt his breath hitch in his throat as his eyes bulged open. To his shock, Erza was snuggling into him! Her left arm was lying on his broad chest, her head rested in the crook of his neck, and she wore a content smile on her lips. Her disheveled scarlet hair was sprawled out over her face and Ben's chest.

Ben blushed furiously and clenched his teeth in panic. "Oh no," he muttered.

_'Not good! Not good at all! Why is she cuddling into me?'_ He screamed inwardly. _'Although, I gotta say…it does feel nice. GRAGH! Knock it off, Tennyson!' _

He lightly shook her shoulder with his free right arm. "Erza," he whispered, "Wake up."

Erza moaned and only dug her head deeper into Ben's neck as she tightened her one-armed embrace around his chest. A dark shade of red formed over his cheeks as his anxiety amplified; though it felt good having a beautiful woman like Erza cuddle into him.

Then another thought entered Ben's mind. He wondered of the consequences that may follow if she were to wake up to find him so close to her. Ben suddenly had a vision of her waking up, locking eyes with him, and then she'd cry out whilst summoning a sword and attacking him. He shivered.

Ben looked at her and wondered if he could quietly crawl away from Erza without stirring her. Her face was dug deeply into his neck and her arm lay limp on his chest. Unfortunately, if he were to move, the chances of waking her would be high.

Ben sweated nervously. He was beginning to think there was no way out of this potential catastrophe between heaven and soon-to-be hell if Erza were to awaken. 'There's gotta be a way out, but what?' He pondered.

The realization hit him like a freight train. He tried to feel where his left arm currently was. Ben's eyes widened further when he realized that his arm was sandwiched between his side and Erza's thigh.

He gulped and blushed harder. _'Oh man…why me?'_

Knowing that the Omnitrix was his only hope, he slowly pulled his arm away. He bit his lip as Erza's soft, clothed leg passed by his hand, which felt quite nice. A minute later, when he finally pulled his hand away, he completely froze as Erza stirred by him. Instead of waking up though, she scooted closer to Ben and snuggled more into him. A soft moan emanated from her throat.

Ben's face was now as red as a tomato and the hair of his partner. He gently pulled his arm away from Erza's voluptuous body and held it over his face. Using his other hand, he tapped the Omnitrix faceplate. His heart got caught in his throat when the watch beeped before it displayed its holo-wheel.

Thankfully, Erza was still sound asleep, prompting Ben to exhale in relief. He focused back on the Omnitrix and scrolled through the list, searching for an alien that could get him out of this nice but awkward bind.

When he finally spotted the icon he wanted, he tapped it and allowed the core to pop out before quietly pressing it back down. After the flash of emerald, in Ben's place was a place was a pale, ghostlike being that had black cracks around its body and a singular green eye in one of the cracks on its head. The Omnitrix dial was positioned on his chest.

**"Ghostfreak,"** He whispered eerily.

Erza moaned in her sleep and cuddled even closer to Ben. "Time to make like a ghost and fade outta here," Ghostfreak quipped.

Ghostfreak became intangible and phased through the bed to escape Erza's warm clutches. The ghost-like alien hovered away from the bed and levitated by the bathroom door. He could hear Erza lightly groaning and saw that her hand was subconsciously moving around the empty part of the bed where he was previously lying.

Ben shook his head and phased through the bathroom door. Once inside, he tapped the Omnitrix dial and, in a flash of green, transformed back to normal. He let out a long exhale and held his forehead. He turned his head to the bathroom mirror, where he could see his ruffled shaggy brown hair and the blush that was still on his face.

He sighed in relief. "Man. Too close for comfort."

…

An hour later, a fully awakened Ben and Erza were sitting at a booth in the Peony Café. The two sat across from each other, enjoying their respective breakfasts. Ben was chowing down on a plate of turkey bacon and pancakes while Erza was enjoying a waffle with strawberries on top.

Apparently, Erza was completely oblivious about the cuddling incident that had transpired an hour earlier. In Ben's view, that was for the best. Things were already a bit awkward between them after the accidental ass grabbing and when the maid walked in on them while Ben was still lying on top of Erza. If she knew about the snuggling, they may not be able to work together proficiently.

As he swallowed a bite of turkey bacon, Ben had noticed that Erza seemed to be in a very happy mood; in fact, she was cheery from the moment she woke up that morning.

"Hey Erza, you look real…happy this morning. How come? Not that I'm complaining or anything." Ben wondered.

Erza swallowed her bite of waffle/strawberry and smiled. "Well, if you must know, I had a very pleasing dream last night."

"Really?" Ben took another bite of his food. Once he ate it, he asked, "What was it about?"

"This may sound weird, but I dreamed I was cuddling into a nice, warm, firm cloud. It was so soothing and peaceful." Erza answered with a dreamy look.

Ben sweat dropped. "You don't say, huh?" He chuckled nervously.

_'I guess that explains why she looked so relaxed when she was snuggling into me.'_ Ben mused.

The jacket-wearing teen shook his head and focused back on their current situation. "Okay, getting back to business, we need to discuss how we're going to tackle these volcano monsters. We know, due to the time pattern, that they're bound to attack today. We just don't know when or where they'll pop up exactly."

Erza set down her fork after eating everything on her plate and wiped her mouth with her napkin. "Yes," her expression grew serious, "since we don't know exactly where they'll pop up, I believe we both will need to patrol the skies above the city to get a much larger view. If one of us spots them, we alert the other, and then engage them together."

Ben nodded, agreeing with her logic. "Sounds like a plan to me." He then held his chin in contemplation. "But I can't help but wonder why they're attacking the town."

"They don't need a reason." Erza stated. "They're killer monsters."

"I'm not totally satisfied with that. There's gotta be something more to this." Ben proclaimed. "I mean, what could've created those things? Are they a normal presence here in this world?"

Erza shook her head. "No. They're not. Something magical-based must've created them, but I can't say what." Erza had to give Ben credit. He sure did know when to buckle down and he had also proven to be quite keen. "Perhaps there is more at work here than just creatures simply terrorizing a town."

All of a sudden, a fiery explosion ignited in the street outside of the café, causing the ground to shake violently. A few people in the restaurant cried out from the sudden conflagration. Ben and Erza immediately got up and rushed outside.

The ground quaked as a large fissure grew in the middle of the street with fire and smoke billowing out of it. Townspeople nearby began to run away, knowing what was about to happen. Without warning, a loud primal roar came from the crack.

Suddenly, a bulky, humanoid lizard crawled out of the crevice; it matched Mayor Cryoson's description dead-on. It stood eight-foot-tall and its body was comprised of burning stones and lava. It threw up its arms and head and let out another deafening roar.

"Whoa," Ben breathed. "Speak of the devil…or demon, I guess."

Suddenly, the ground shook again as another fracture appeared father down the street. A crowd of townsfolk was now trapped in-between the fire and gas spewing out in front of them and the lava-lizard closest to Ben and Erza.

Ben saw this and immediately sprang into action. "Erza, get those people to safety! I'll handle this Heatblast wannabe!" He ordered.

Erza nodded her head in understanding. "Understood"

She took off in a sprint down the street, rushing to get to the civilians as quickly as possible. Ben activated the Omnitrix as he ran toward the lava demon that stood in the middle of the street. He stopped a few meters away from the creature, which was giving off a lot of heat.

As the creature looked down at him with its glowing red eyes, Ben smirked confidentially. "Alright lizard face, it's Hero Time!" He slapped down the dial.

…

**A/N: Sorry for the cliffhanger, but if I had continued then this would've wound up being another mega-chapter. Plus, it would've taken longer to update. **

**Well, I know some of you might be scratching your head or confused why Erza was unconcerned with Ben sleeping in the same bed as her. Well, I think that if she can shower with other men and is comfortable being seen naked by her fellow guild members, then she would be alright with sleeping with another man…as long as it's with a guild member, which Ben is. **

**I know I said I was going to reveal a new Ultimate form; however, that'll have to wait for the next chapter. **

**Alright, I have a couple announcements I need to make. One, it's time to reveal the poll results that would determine Ben's epithet. **

**Shifter, Hero of the Fairies: 9 **

**Ben 10, the Ultimate Fairy: 15 **

**Proteus, the Shape-Shifting Warrior: 16 **

**The Emerald Knight: 28 **

**Oberon, the Fairy King: 63 **

**Well, it wasn't really a contest. Oberon is the winner indefinitely! I know some of you suggested Legion, which is cool but that name has already been used in multiple Ben 10 crossovers. I wanted to be a bit more original. A few people suggested I use this name, but I'll give credit to _jfhakala_ since he gave me a good reason to utilize it. Congrats! **

**Second, I wanted to address that the authors of Fairy Tail: Omniverse Invasion, _Stone-Man85_ and _Masamune X23_, and I are on good terms. They did take a few things from my story; however, I'm guilty of taking a couple bits from theirs (mainly Heatblast dialogue and a fighting move from their Ben vs Natsu fight). Besides, their story is much different from mine and they are going on a separate path. For example, there's a different pairing, different Ben 10 villains, different team that Ben joins up with, and etcetera.**

**I just wanted to get this out there because I don't want anyone reporting them. After all, there's barely any Ben 10/Fairy Tail Xovers out there. **

**Anyways, expect Part 2 to be a mega-chapter (18000+ words). Hopefully, I can have it out within a week or two. **

**Please leave any comments and critique in that little box below this authors note. **

**NOTICE: If you experienced a nosebleed while reading this chapter, don't expect Ultimate10 to pay for your tissues. **

**Until next time…**


	17. Pits of Infernus Pt 2

**A/N: I just want to thank everyone who has favorite/followed this story and has given me encouragement and advise on how to move forward. It really is a pleasure to be continuing where **_**Muffin**_** left off. **

**Anyways, before I get started, there are three things I did to address. **

**First, there won't be just one but TWO new Ultimate forms in this chapter! Awesome, right? One was made by **_**The**__**Incredible Muffin**_** while the other came from Omniverse. For the record, I do have **_**Muffin**_**'s blessing to use his Ultimate so don't accuse me of stealing it from him. **

**Second, I am accepting suggestions from anyone on a possible name for Ben's dragon form. Please leave your suggestion in the review box or PM me. Whenever I get enough suggestions that I like, I will put up a poll to determine the dragon form's name. If you suggest a name in the reviews, please do it while you're signed in and not a Guest. Otherwise, I won't be able to give you credit if it wins in the poll.**

**Lastly, I would like to thank **_**Star Saber21**_** once more. His input greatly enhanced the hilarity of this story as well as the dialogue. **

**WARNING: This chapter is packed with suspense, action, and more importantly; a bit "**_**bonding**_**" between a certain shape-shifter and armor mage. **

**Now, on with the show! **

…

**Ultimate Fairy **

**Chapter 17: Pits of Infernus **

**Part II **

…

_**Last time on "Ultimate Fairy" …**_

_Suddenly, a bulky, humanoid lizard crawled out of the crevice; it matched Mayor Cryoson's description dead-on. It stood eight-foot-tall and its body was comprised of burning stones and lava. It threw up its arms and head and let out another deafening roar. _

_"Whoa," Ben breathed. "Speak of the devil…or demon, I guess." _

_Suddenly, the ground shook again as another fracture appeared father down the street. A crowd of townsfolk was now trapped in-between the fire and gas spewing out in front of them and the lava-lizard closest to Ben and Erza. _

_Ben saw this and immediately sprang into action. "Erza, get those people to safety! I'll handle this Heatblast wannabe!" He ordered. _

_Erza nodded her head in understanding. "Understood" _

_She took off in a sprint down the street, rushing to get to the civilians as quickly as possible. Ben activated the Omnitrix as he ran toward the lava demon that stood in the middle of the street. He stopped a few meters away from the creature, which was giving off a lot of heat. _

_As the creature looked down at him with its glowing red eyes, Ben smirked confidentially. "Alright lizard face, it's Hero Time!" He slapped down the dial. _

…

After a brilliant flash of emerald, standing in Ben's place was a seven-foot-tall humanoid with dark green, reptilian skin. It had sharp talons on its hands and toes, spikey white hair, and a pair of demonic wings on its back. It wore a black vest with spikes on the shoulders, blue knee-length trousers, and black cuffs with spikes on its wrists and ankles.

Ben looked at his transformation in slight confusion. "Huh? **Beelzebash?**" He then shrugged nonchalantly. "Well, I wanted Big Chill but this one will do."

The lava-demon, which was a foot taller than Beelzebash, threw up its arms and let out another loud roar. It reared back its arms and brought them down over Beelzebash to pummel him. Ben swiftly opened his wings and flew backwards into the air, causing the monster to smash the ground instead.

Beelzebash changed course and flew straight at the molten lizard and delivered a wicked right hook. The blow sent the beast careening back to the other side of the street, where it went straight through the town park's iron fence and dozens of meters further.

Ben groaned lightly, feeling a small sensation of weakness fill his body.

'_Huh? That's strange. I felt weak there for a second.' _Ben noted.

The teen hero was interrupted from his musings when the lava-demon walked through the hole in the fence its body had made. The iron bars around its feet turned orange before they slowly melted into molten metal. It glared at him with intense, primal rage.

Beelzebash gave the demon a savage grin. "Just you and me, lava breath," he popped his knuckles, "Mono o' Mono…or demon o' demon I should say."

The volcanic creature opened its mouth and fired a stream of fire and molten rock straight at Ben. Beelzebash was quick to fly up and dodge the attack. It hit a building instead, which caused it to go up in flames and subsequently melt.

Beelzebash looked back at the lava-lizard with a tilted brow. "He shoots lava and fire from his mouth? Why am I not surprised?"

The beast reared back its head and let loose another torrent of lava and fire at Beelzebash. The Omnitrix bearer flew to the right to avoid the attack, and then shot toward the lava-lizard.

"My turn!" Beelzebash shouted. "Try a little **Demon Fire**!"

He summoned a black magic circle and when it disappeared, his first were shrouded with onyx flames with an emerald hint on the outside. Beelzebash decked the lizard-man straight in the center of its snout. As a result, it stumbled back a few meters, yelping out in pain.

Beelzebash grunted and faltered a bit in flight. Ben felt another sudden wave of weariness wash over him just from contact; however, it was stronger than the first one. Suddenly, Beelzebash was too slow to react this time as the monster reached up and backhanded him. He went flying back until he collided with the ground, bounced off of it, and then smacked into a building wall, leaving cracks and an indention in it.

Ben grunted as he pulled himself out of the wall and held his aching head. "Ugh…what the heck?"

'_What's going on? That's the second time. Why do I feel weaker whenever I touch that thing?'_ Ben pondered.

The Omnitrix bearer was pulled out of his thoughts as the lava-lizard roared and charged straight for him. Beelzebash ignited black-greenish flames on his right hand and clenched his fist. All of a sudden, the fire in his hand expanded outward and remarkably took the shape of a large fist.

Ben's eyes widened when he saw that. He then turned back to the lava beast and smirked. He punched outward, which in turn caused the giant, black flaming fist to punch the monster with a loud smack. The lizard-man went flying back and crashed into the park's fence again.

Beelzebash looked at the fiery onyx fist extending from the fire on his right hand, and smirked. _'I can mold my fire to make fists?' _Ben thought. _'Now that's pretty cool.' _

Like before, Beelzebash was brought out of his thoughts when the demon of fire and rock made another quick recovery. It stood across from Beelzebash, twenty yards across the street, glaring intensely at him with its red eyes. The demon roared viciously as it tilted back its head, preparing to fire another torrent of molten rock and flames.

"You know…"

Beelzebash flattened out his right hand and swiped it in an arc motion. Suddenly, a blackish-green wave of fire blasted from Beelzebash's hand and sliced the demon in half at the torso. As soon as the demon collapsed dead, its flames dispersed away as its body crumbled away into a molten substance.

"…you really need to shut your mouth." Beelzebash finished.

The sounds of multiple roars caught Beelzebash's attention. He turned back to see three more lava-lizards climbing out of the large fissure. They stood by each other, glaring at Beelzebash with furious red eyes. Ben smirked confidently and popped his knuckles.

"So," said Beelzebash, "three against one, huh? All right, I'll play that game!"

The trio roared violently and charged straight at Beelzebash. He summoned ebony fire around both hands, concentrated hard, and created two black flamed fists. Beelzebash soared forward and smashed the lizard-man in the chest, driving it into the ground with a terrific impact. The strength behind the blow caused the monster's body to break apart before it ignited in a fireball.

Another leaped at him, but Ben was quick to backhand the beast to the ground with his oversized flaming fist. The third lava-demon reared back its head and inhaled deeply. Shockingly, the fiery, onyx extensions of Beelzebash were pulled into the creature's mouth like a vacuum cleaner.

Beelzebash blinked while his mouth gaped a little. "Whoa. They can eat fire like Natsu?"

Suddenly, the demon he'd backhanded earlier, recovered and shot a torrent of lava at him. Beelzebash narrowly ducked under the molten blast; however, he was unprepared when the other lava-lizard delivered a powerful punch into his chest. Beelzebash was sent careening back thirty yards before he crashed into the street hard, leaving a shallow trench.

Ben groaned as he sat up, holding his aching chest. "Ugh…this isn't as easy as I thought it would be." He shakily stood up and faced the two demons running toward him. "Okay, no more messing around."

Beelzebash clenched his fists, summoned blackish-green fire around them, and launched straight toward the beasts. He used his giant, fiery right fist to deliver a wicked uppercut into the closest demon, sending it tumbling upward. The second monster jumped at Beelzebash, intending to tackle him. Ben flattened his left hand and discharged another fiery arc-tendril to slice the lava-lizard in two, causing its flame to die off and its body to crumble away.

The green-skinned demon grunted and lost the strength to stay in the air. He landed on his feet and fell to one knee, panting in exhaustion. He looked at his hands to see that his Demon Fire had died out. Strangely, Beelzebash had felt a sense of weakness strike him whenever he made contact with the lava-demons, and it had gotten stronger after every time.

"What's … going … on?" He panted in-between each pause. "Why do I feel weaker?"

Beelzebash was caught off guard when the creature he'd sent flying earlier roared and dived at him. Before Ben could react, an orange wave of fire struck the monster and hurled it to the ground. The Omnitrix hero blinked, confused.

Suddenly, Erza appeared and landed in-between Beelzebash and the lava-demon, which was shakily getting up. The Fairy Queen was adorned in her Flame Empress Armor and she held up her flaming sword in front of her, glaring intensely at the beast of lava and rock.

"How dare you bring harm to the innocents of this town. You will pay." Erza stated.

The volcanic lizard only roared in response before it charged at Erza. Big mistake. Erza smirked as she crouched low and jumped at the demon. With amazing speed and power, she spun full circle and slashed her flaming blade diagonally across the lizard-man's chest. When Erza jumped away and landed by Ben, the demon stood stationary for a couple seconds before the top half fell off and the rest of its body deteriorated away into loose rocks and lava.

Ben whistled as he got up. "Nice timing."

"Thank you." Erza replied. "I've cleared the townspeople out of this area, and the local knights will block any bystanders from getting into this part of the city."

"Good. With no people around, we can go all-out on these things." Beelzebash said.

Without warning, the ground shook again and more primal roars sounded. The duo looked back at the giant fissure to see five more lava-lizards climb out. Once they honed their red, ruby eyes on Beelzebash and Erza, they charged straight for them like rampaging bulls.

Erza held up her flaming sword, ready to engage whilst Beelzebash clenched his fists and ignited his Demon Fire.

"They sure look angry." Erza noted wryly.

"Yeah, they do." Beelzebash smirked. "Allow me to me to cool them off."

Realizing that he wasn't going to get anywhere in his current form, Ben slapped the Omnitrix dial and, in an emerald flash, transformed into a red and grey, mollusk-like humanoid with a sloped hump; the Omnitrix symbol positioned on his chest.

"**Water Hazard" **Ben shouted in a voice similar to that of a human trying to speak underwater.

Erza lifted a brow in bemusement and intrigue. She had not been present for the beginning of Ben and Natsu's first fight, so she hadn't witnessed this form and its capabilities. Well, Erza was certainly going to find out now.

Water Hazard held up both arms and fired two strong jets of water at the incoming lava-based cretins. The force of the water washed the five demons back a good distance. A thick cloud of steam hissed off of them while their body temperature began to cool, which caused their bodies to steadily harden into stone.

Water Hazard ran toward them and Erza took to the air since her Flame Empress Armor could allow her to fly for short distances. The Orishan leapt into the steam cloud and delivered a powerful punch into a monster's skull. As a result, it fell to the street as its head was shattered into tiny, rocky pieces. The rest of its body cooled to the point of stone and broke away into rubble.

It was then that Ben noticed something. _'I didn't feel weak when I touched it. Odd…' _He thought.

Erza reared back her sword over her head and made a vertical slash on a lava-lizard, promptly cutting it in half. Another volcanic demon stood over Erza and cocked back its right hand, the talons fully extended. Erza spun her body and swiped her flaming sword across the creature's gut, causing it to fall over and its lava blood to gush out onto the street.

Water Hazard shot out water from both portholes in his palms, focused hard, and created two water-whips. He whipped the nearest lava-lizard in an 'X' pattern across its chest, causing it to stumble back as steam wafted off its body. Water Hazard jumped and sent a powerful, roundhouse kick into the fiery, rock-skinned demon's chest. The strength of the kick added to the demon's weakened, wet body created a spider-web of cracks over its chest until its flame died out and the creature collapsed into a rock pile.

The two remaining beasts snarled in rage and both reared back their heads, preparing to fire their lava breath attack. Water Hazard saw this and aimed his hands at them.

"No need for that. Here, have a cold drink on me." The Omnitrix bearer quipped.

He shot out two torrents of water into their mouths, promptly cooling off their gathered thermal energy. As the two lava-demons staggered back, roaring in pain from the cold water, Erza crouched low and leapt into the air. Erza cried out as she reared back her fiery blade to its acme and let loose a powerful fire wave at the creatures, which instantly sliced them apart. Their bodies fell apart into rocky piles as their flames were extinguished.

Erza landed smoothly but winced a little. For some odd reason, she felt a little fatigued. This confused her since she had barely gotten started. The redhead shook it off, thinking it was nothing.

With their opponents destroyed, Water Hazard and Erza regrouped and took a moment to decide what to do next.

"That takes care of them." Erza noted.

"Yeah," Water Hazard replied, "but if we're going to stop those things from coming back and putting more lives at risk we need to bring the fight to them!"

They both turned their eyes on the large fissure in the street and ambled over to it. When the duo got to the edge, they could see fiery orange cracks stretching their way into the dark depths of the earth.

Erza nodded in agreement. "Their weakness appears to be water." She then turned to the mollusk humanoid. "I would recommend you stay in that form for the time being."

If Water Hazard could, he would be smirking. "Right. Well, let's not waste any more time. I am on a schedule after all."

The Orishan jumped into the crack first and Erza followed. A few seconds later, Water Hazard landed on solid ground, the earth beneath him denting inwardly from his weight. Erza landed gracefully on her feet right next to him and both took a moment to look around, studying their surroundings.

They appeared to be in large, wide cavern with pools of magma in random spots. The ground and walls around them were cracked and glowing orange from the heat. Their eyes traveled upward to the crack in the ceiling, fifty feet up, where bits of sunlight were creeping in. How the lava-monsters were able to get up there was beyond Ben and Erza, but they both inwardly speculated that the demons could jump very high.

Despite the high temperatures of the cave, the Omnitrix bearer and Titania of Fairy Tail were unaffected. Water Hazard's exoskeleton and Erza's Flame Empress Armor protected them from the semi-extreme heat.

As Water Hazard glanced around the cavern, he cocked a brow ridge. "Nobody home?" he wondered.

Erza didn't respond immediately as she spotted a few reptile-shaped footprints in the ground. Her eyes followed them until she saw that they led to a tunnel at the end of the cave. Water Hazard followed her gaze and quickly saw the tracks that Erza had discovered.

"Good eye, Erza." Water Hazard praised.

She curtly nodded. "Let's follow them. I have a hunch that they'll lead us straight to the nest, so keep your wits about you."

Without argument, Water Hazard followed Erza into the tunnel and kept a couple steps behind her. Ben and Erza were on their guard, ready for any possible attack. Light wasn't an issue in the tunnel since there were glowing orange cracks all over the walls and ceiling. Occasionally the duo would come across magma gushing out of the walls, blocking their path; however, Ben easily resolved the problem by blasting the obstacles with water, which instantly turned the molten rock into stone.

A few minutes later, as Water Hazard and Titania trekked deeper into the tunnel; the latter was feeling a sensation of weariness fill her body. Suddenly, Erza stopped walking and hunched over a little, groaning in discomfort.

"Erza! Is…something wrong?" Water Hazard asked, concerned.

The redhead was befuddled and couldn't understand why it felt like her strength was slowly being drained away. What was happening?

"I…I'm okay." She replied. "I – I just feel a little dizzy…that's all."

"Maybe it's the heat?" Water Hazard suggested. "I mean, it is getting hotter."

It was true. The farther the duo ambled into the semi-hardened lava tube, the higher the temperature rose.

"No doubt it's because we're getting closer to Mount Infernus." Erza explained. "And no…that's not it. While in this armor, I'm immune to heat."

"Well then, what is it?" asked Ben.

Erza grunted and closed her eyes for a moment. When she opened them, the determined expression she wore had hardened. "Nothing" she stated. "Let's keep moving."

Water Hazard watched Erza take a few steps forward before he followed. He was curious as to what could've made his redheaded partner feel dizzy, then it hit him. He remembered while as Beelzebash he'd felt a sudden feeling of weakness when he touched the lava-demons, but he didn't feel it as Water Hazard.

'_Something strange is going on here.' _Ben thought. _'I felt more fatigue the longer I was around those things as Beelzebash, and since Erza got dizzy down here…I can assume that she feels a bit weaker too. What could be causing this?' _

Ben was brought out of his thoughts when he saw the large opening ahead. When the duo exited from the tunnel they were now in an enormous cavern. The ceiling above them was so high it was shrouded in darkness, but the tips of a few rocky stalagmites could be seen hanging down.

Magma poured from fissures in the walls and ground with the viscosity of cold syrup, forming pools of molten rock in various places. Like the tunnel, the cave walls had a spider-web of orange cracks that provided light for the Fairy Tail wizard and superhero to see. In random spots across the cavern, a handful of orange crystals jutted out from the many rocks that surrounded them.

All in all, the cave was impressive.

Water Hazard and Erza only took a few steps into the cavern before the ground began to shake. All of a sudden, a horde of lava-lizards burst from the earth and surrounded the shape-shifter and armor-clad mage. Their malice-filled ruby eyes were honed in on the duo as they each let out angry snarls.

"Ambush!" Erza cried, bringing up her sword.

"HIT 'EM HARD!" Water Hazard yelled as he got into a battle stance.

The lava-based monsters extended their hand talons to their peak and let out earsplitting roars before they all charged at Ben and Erza. Water Hazard held up his arms and fired two powerful jets of water at the nearest incoming lizard-men. The demons cried out in pain as a cloud of steam was made from instant contact with the cold water.

Erza let out a fearful cry as she leapt ahead of Ben. She reared back her sword and let out an intense fire wave, which shattered the bodies of the monsters that had been cooled by Water Hazard; the rest were blown off their feet and sent careening into the wall.

However, the fight was far from over as another faction of lava-demons attacked from behind the duo. Water Hazard spun around and fired a river of water at them, causing the lava-based creatures to stagger back in pain. Erza jumped forward and stabbed her flaming sword into the ground. As a result, a powerful conflagration erupted from the earth beneath them and consumed the group, reducing their weakened bodies to rubble.

Erza had once again fallen to one knee, clutching the handle of her sword as she panted. Strangely, she was feeling weak after that attack. _'What's going on? I've barely exerted myself and I'm already winded.' _Erza thought.

The redheaded warrior was almost taken off guard when three lava-demons charged at her; however, two torrents of water blasted them off their feet. Erza collected herself and stood back up, holding her crimson sword firmly. She looked over at Water Hazard, who turned his left arm away from her and fired a jet of water at another volcanic lizard charging him.

It was sent sliding back while a steam cloud wafted from its body. The demon was now on its hands and knees as its rocky skin hardened. Water Hazard acted quickly and slashed the creature with two powerful water-whips, which caused the demon to cry out before it crumbled away.

Water Hazard turned to his redheaded companion. "Erza, are you okay?"

"Yes! I'm fine!" She yelled. "Just keep fighting!"

Erza let out a fearsome yell, crouched low, and jumped high. In midair, she gathered an absurd amount of flames on her red sword to make it shine brightly. With a single swipe, a wave of fire struck another clique of lava-monsters and sent them flying back.

'_Something's off.' _Ben thought. _'She seems to be holding her own for the moment, but I could tell she looked exhausted after making fire erupt from the ground.' _

Water Hazard was pulled out of his musings when half a dozen lava-demons rushed at him, fury blazing in their blood-red eyes. The Orishan held out both arms and fired a river of water at the incoming beasts, which washed away two of them. However, the other four split up and dodged to the left and right to avoid the attack.

The volcanic lizard-men ceased their charge thirty yards from Ben and stared at him. The Omnitrix hero was confused at what they were doing until the demon quartet reeled back their head and fired four concentrated blasts of lava from their mouths. The four lava blasts fused together midway and formed a huge pillar of molten rock that rocketed towards Ben.

Water Hazard's eyes widened in panic. He swiftly extended his arms and fired the strongest torrent of water he could. When the two elements met, a massive cloud of steam was produced. Though some of the lava pillar was turned into stone, the extreme heat was simply too much for Water Hazard to handle.

The lava blasted through the water jets and hit Water Hazard, which sent him careening back. He slammed into the cave wall hard. Ben stuck to the rock momentarily before he peeled off and fell to the ground face first.

"BEN!" Erza cried out.

The redheaded warrior was about to come to her partner's aid until a dozen lava-monsters burst from the ground in front of her, blocking her path to Ben. Erza ground her teeth while a bit of sweat ran down her face. She held up her red sword and was ready to engage; however, with as many beasts as there were around her, Erza certainly wouldn't be getting to Ben anytime soon.

Water Hazard groaned painfully as he shakily picked himself off the ground with his arms. He returned to his feet albeit he was hunched over. Small, dark burn marks were visible on his chest and torso. Although an Orishan exoskeleton was incredibly strong and durable, it could still suffer burns from energy blasts.

Ben brought up his head to see a crowd of ten lava-demons charging straight for him. "This is too much heat for regular Water Hazard to handle," his eyes then narrowed, "which means it's time to go Ultimate!"

He lifted his right hand and slapped the Omnitrix dial on his chest, causing four clamps to stick out from the rim. An emerald flash illuminated the area as an evolutionary surge filled Water Hazard's body. His form became bulkier and a foot taller whilst his exoskeleton turned into a greyish-coal color while the armor on his abdomen and upper arms were blue. His hands turned into three-foot pincers that sprouted large cannons in the middle. Across his body were several black barnacle-like holes that were continually pumping out small streams of water. An organic rocket appeared to be mounted on his back.

"**Ultimate Water Hazard!" **Ben shouted in a deeper, underwater voice.

The seemingly mindless beasts were not intimidated as they continued to charge at the Omnitrix bearer, letting out deafening roars.

If he could, Ultimate Water Hazard would be smirking. "Why don't you guys just cool down already?"

He held up his right cannon-arm and fired a powerful water torrent; much stronger than regular Water Hazard's. Amazingly, the ten demons were blown off their feet and washed away by an incredible inundation of water. By the time they had reached the other side of the cave, their molten rock bodies had already turned to stone and obliterated by the intense water pressure.

Ben then turned his gaze to Erza. She had successfully taken out most of the lava cretins that had attacked her, their rocky husks were scattered about and in multiple pieces. However, at least a dozen remained and they had now surrounded her. Erza herself was braced on one knee, a sheen of sweat dripped down her face, and she was breathing heavily.

The teen hero's eyes widened in alarm, Erza was exhausted and it appeared she could barely stand. Without wasting a moment, the hyper-evolved Orishan concentrated and blasted water out from the multiple holes across his body. Once Ultimate Water Hazard was fully encased with liquid, the rocket-like structure on his back fired a powerful surge of water that lifted him off the ground and launched him straight toward the demons.

Just when the lava-lizard were about to pounce on Erza, Ben landed a few yards to Erza's right, splashing water on her and everything around him. The demons could see how much water was flowing around Ultimate Water Hazard and took fretful steps back, frightened of their enemy element. Ben didn't make any quips as he held out both cannons and fired two powerful jets of water at the lava-monsters. The extreme water pressure threw them all back to the cave walls and actually reduced their bodies to fragments of cool, hard stone.

Erza lifted her head and stared at Ultimate Water Hazard with wide eyes. She took note of the four prongs sticking out from the Omnitrix dial on this form's chest and realized that Ben was currently ultimized. After the Fairy Tail wizards had seen Ultimate Swampfire in the attack on Phantom Lord and Ultimate Big Chill in Ben and Erza's fight, they had asked him why those forms were different and more powerful than the originals.

Ben had explained that his Omnitrix could do more than just turn him into every known sentient race in his universe. It could actually hyper-evolve all of his transformations to their ultimate form. Needless to say, the jaws of many mages had fallen off that day when Ben told them about it. However, he chose only to go Ultimate when he needed to since it did shave precious time off of his transformation time limit.

It was also unnecessary to go Ultimate a lot, but in this situation, it was essential.

Once their lava-based adversaries were disposed of, Ultimate Water Hazard came to Erza's aid. "Erza! What's wrong? And don't say you're alright because it's obvious that you're not!"

Erza grunted, grinding her teeth in distress. After a few minutes of fighting, she was already exhausted and barely had the strength to stand. Suddenly, her body was engulfed with golden-white light and her Flame Empress Armor disappeared, replaced by her usual Heart Kreuz outfit. She didn't have enough magic energy within in her to keep her other armor equipped.

"I…I – I don't know." She admitted weakly. "I…feel like…all my power is being…sucked out of me."

Before Ben could respond, the ground shook violently again. Without warning, a couple dozen lava-lizards popped out of the ground and surrounded the highly-adaptive duo. They extended their razor sharp talons and roared deafeningly.

Ultimate Water Hazard looked between Erza, who was wincing in pain, and the lava-demons. It was at that moment his emerald eyes widened as the connection was made.

"That's it." The hyper-evolved Orishan exclaimed. "It's the volcano demons!"

"Huh? What do you mean?" Erza asked, confused.

"Somehow they're draining your magic power." Ben elaborated, holding up his arm-cannons. "That's why I felt so weak as Beelzebash. He's the only form I have that uses magic."

Erza's brown eyes had widened in realization. Ben was right. The moment she started fighting the demons was when she felt herself getting weaker. There was no denying it now; their situation had just gotten a lot more complicated.

"Y-you're…you're right." Erza stammered, struggling to keep herself from falling over.

The demon horde roared again before they charged at the two members of Fairy Tail. Ultimate Water Hazard extended both arm-cannons to opposite sides and fired two powerful streams of water. Half of the beasts were destroyed instantly by the high-pressure cold water. A thick cloud of steam was produced and blanketed the cave, blocking Ben and Erza's line of sight.

Ultimate Water Hazard stood protectively at Erza's side, his water cannons up and ready. "We have to get outta here!"

"But…" Erza began to protest.

"No 'buts'!" Ben said sternly. "If we stay here any longer you could die! I'm not gonna let that happen."

Erza tried to find a way to chide her partner, but she realized that Ben was right. They needed to retreat and devise another strategy.

"Very well," Erza replied. "Let's…"

Erza's sentence fell short as she suddenly collapsed semi-conscious to the ground.

"ERZA!" Ultimate Water Hazard shouted.

All of a sudden, five lava-demons jumped out from the mist straight in front of Ben. The hyper-evolved Orishan held out his right arm and shot another water torrent at them. They were easily washed away to the other end of the cave, where they turned to stone and crumbled away. However, Ben was nearly taken by surprise when a lizard-man appeared at his side and reared back his fists over its head, intending to bring them down on him.

The shape-shifting hero dodged to the side, avoiding the hit and letting the monster smash the ground instead. Ultimate Water Hazard shot the demon with water, which immediately abolished it due to the high pressure. Three more beasts ran out of the steam cloud and stopped fifteen yards to Ben's left.

They cocked back their heads and fired out torrents of lava from their mouths. Ultimate Water Hazard simply held out both arms and shot an enormous wave of water. The lava instantly hardened into stone while another steam cloud was created. The powerful water jets cut through the lava attacks and struck the three demons. Stumbling back in pain, they quickly collapsed to the ground and shattered into rubble.

Ben lowered his arms slightly, thinking he had gotten them all; however, with the steam fogging his vision, he couldn't tell if there were any other demons left. Then, an idea came to the Omnitrix hero's head.

"Should've done this sooner," He chided himself. "I'll just absorb the moisture from the air."

Suddenly, the holes across Ultimate Water Hazard's body and his portholes in his arm-cannons began to suck up the surrounding water vapor. In less than a minute, all of the steam in the cave was absorbed into the Ultimate Alien's body.

Ben glanced around and was bewildered. Besides him and Erza, the cavern was empty and there were no signs of anymore volcanic monsters. The Omnitrix hero's eyes narrowed in suspicion.

'_Strange…I thought there were three more_.' He sighed in annoyance. _'Ugh, I don't have time for this. I better get Erza outta here while I still got the chance.' _

Ultimate Water Hazard turned toward Erza, who was still lying on the ground, and ran to her. The fatigued warrior weakly lifted her head off the ground and opened her eyes. Her vision was blurry at first but when it refocused she spotted Ben coming to her aid. Without warning, three lava-lizards quietly burst from the ground twenty yards behind Ben.

When the demons reared back their heads Erza's eyes widened in apprehension. "B-Ben…" She stuttered.

"Hang tight, Erza." Ben said.

She finally found her voice and yelled, "LOOK OUT!"

Ultimate Water Hazard stopped in his tracks. By the time he turned around, the beast trio had already fired their lava breath attacks. Ben was too slow to react as the three streams of molten rock hit and blasted him off his feet. He crashed onto the ground hard and formed a shallow trench all the way in front of Erza. Smoke hazed off of his body.

Ben lay on the ground, groaning in pain. Though a hyper-evolved Orishan exoskeleton was very tough, taking three lava blasts to the back could still hurt badly. In a flash of green, Ultimate Water Hazard changed into Water Hazard, and then into Ben. The brunette ground his teeth as a searing soreness filled his body.

The three monsters approached the beaten wizard and superhero, standing tall above them. However, instead of finishing them off, one lava beast stepped forward and summoned a blue sphere of magma into its right hand. It kneeled down and placed the cobalt magma ball onto both of Ben's wrists after crossing them with its left hand. It then ambled toward Erza and did the same to her.

Needless to say, both of them were surprised that the magma was actually cold! The magma instantly hardened and trapped their hands in a stone chunk. Ben used what strength he had to break the rock, but to no avail. Erza took a deep breath and tried to muster up enough strength to get free; however, she was met with similar results. She just didn't have enough strength at the moment.

A lava-demon grabbed Ben by the back of his green jacket while another took hold of Erza's left shoulder guard, and then dragged the weakened duo across the ground. Ben was a little surprised that he wasn't being burned from the demon's touch. He assumed that these volcano monsters could control their outer body temperature or something.

The monster trio dragged Ben and Erza into another tunnel across the cavern. The former glanced over to his partner and observed that she was breathing heavily and struggling to stay awake. It appeared the energy within her was being sucked out of her before Ben's very eyes.

"H-hang…in there, Erza," Ben encouraged, despite the pain he was experiencing from taking those lava blasts. "I have…a feeling that we're about to see what's…really going on here."

"I…I'm trying. I…feel so tired." Erza panted.

Ben looked at his redheaded companion in concern. If something wasn't done soon, Erza could be completely drained of her magic energy. His eyes suddenly widened when he recalled what happened to Master Makarov when Aria had drained him of his magic powers. The thought of something similar befalling Erza made Ben very uneasy and worried. His frightened expression was replaced by determination as he attempted to break his stone bindings again, but with zero success.

A few minutes later, the tunnel came to an end and opened up into a much larger cavern. The Fairy Tail duo was dragged across a stone bridge, beneath them was a giant pit of magma. At least a hundred lava-lizards were spaced out across the pit, and they appeared to be mining an orange crystal-like mineral from the many jagged rocks that stuck out of the magma.

Ben looked at his right and left and could see even more lizard-men standing on cliffs that hung on the cave walls and above the magma pit. They appeared to be mining for the orange rock there too.

The teen hero cocked an eyebrow, confused. _'They're mining for that orange rock?' _he thought. _'Why?' _

After the beasts dragged Ben and Erza across the bridge, they dropped them to the ground but remained close by. The shape-shifter and armor mage struggled to pick themselves up, their arms shook under their weight; nevertheless, Ben finally regained enough strength to sit up. He came to Erza's side and helped her sit up too.

Their attention was then gained by a man, standing before them. He was six-foot-tall and broad shouldered. He was attired in a grey business suit without a tie and his collar was upturned. He had long, spiky black hair with red streaks, but most of it was concealed by a black fedora. The man's black eyes were sharp and cold. He wore a confident, smug smirk on his face.

Ben's eyes narrowed at the man; for some reason, he looked vaguely familiar.

"I was expecting that sooner or later, some wizard might show up." The man spoke in a cool, slick voice. "But I had no idea Titania of Fairy Tail herself would be one of them." He took off his fedora and bowed slightly. "It's truly a pleasure to meet someone so famous. I hope my welcoming crew wasn't too soft on you."

Ben and Erza simply glared at the man. He shifted his gaze to Ben, and asked, "And you would be?"

"Ben Tennyson." Ben replied dryly.

"OH! Yes…I remember…" John said. "You're that new powerful Take-Over mage from Fairy Tail, the one with so many unseen forms. One of those forms happens to be a giant titan. Am I correct?"

Ben shook off his annoyance at being called a mage, and responded, "Yeah, and let me guess…you're the big guy in charge around here, right?"

The man placed his hat back on his head. "Oh pardon me, where are my manners? My name is John. John Magtartus the Third at your service." He stated, causing Ben and Erza's eyes to widen in shock.

"Magtartus?" gasped Ben.

Ben was hit hard by recognition. He knew that this man somehow seemed familiar and now he knew the reason.

"Ah yes." John chuckled. "You already had the misfortune of meeting my pathetic little brother, Joe." He let out a frustrated sigh and face-palmed. "What was that idiot even thinking? Picking a fight with one of the strongest Guilds in this kingdom? If only he put as much effort into the family business as he put into that ridiculous Dark Guild of his."

"So, I guess you're mad that we put your brother in jail and you're seeking vengeance on the ones who defeated him, right?" Ben guessed.

John chuckled in amusement and shook his head. "Oh no, no. I'm not angry at all about that."

"Huh?" Ben cocked an eyebrow. "You're…not?"

John walked closer to them and kneeled, a serious expression on his sharp face. "Truth be told, I never really cared much about Joe's well being. So don't think I want revenge for him getting arrested; in fact, some time behind bars might knock some sense into that runt. But still..." He reared back his fist and punched Ben in the gut, making him double over in pain. "…for disgracing my family name, I'll make you suffer."

Erza snarled at John for punching her partner. She wanted to retaliate; however, she had so little strength in her. "Why are you doing this?" She glowered.

Magtartus stood up and snapped his fingers. As a result, a random lava monster approached him, carrying one of the orange crystals. He reached into his suit and pulled out an iron glove, placing it on his left hand. John reached out and took the rock from the lava monster and stepped a few feet away from it before turning his attention back to Ben and Erza.

"This mineral is truly special. Similar to lacrimas, it can store magic inside of it, but not just that; it also absorbs magic from the area around it. So I don't advise you to touch it directly without protection; preferably iron. You'd be completely depleted in a matter of minutes."

'_I guess a long explanation means something bad in this crazy universe too.' _Ben mused.

He continued his tale. "About a month ago, I came across these beauties and found a way to use them to make my magic even stronger. Then I got an idea: what if I were to mine more of them and let them absorb more magic? I melted all the rocks I could find with my Lava Magic and created these golems. They're obedient, hardworking, and best of all…they can absorb the magic of wizards from direct contact or just by standing in very close proximity to them. Then I thought, what if they absorbed the magic of some powerful mages? Just imagine all that power, under my control." He began to laugh hard.

Ben sat up, getting over the pain in his gut; it all began to come together in his head. John had created the lava-demons to mine more of the orange crystals and gain more magic power. Apparently though, what he had wasn't satisfactory enough. So he ordered his lava-minions to terrorize Peony so that the town would eventually call upon Guild wizards for help, allowing the demons to suck their magic energy from them.

That also explained why Ben felt so weak when he faced the monsters as Beelzebash. He was the only form out of Ben's repertoire that could use magic. Once he changed into something else, he was completely unaffected.

"You're just as power hungry as your brother." Erza stated.

John shrugged and smiled. "It runs in the family."

A lava-demon walked across the stone bridge and stood ten yards behind Ben and Erza. It let out a series of grunts and snarls. A sinister smile took shape on John's face.

"We're that close, huh? Tell the group to keep mining and inform me at once when they reach the heart." John ordered.

The monster nodded in acknowledgment before it turned and sauntered off. Ben and Erza glanced at each other, both bewildered. _'How the hell did he understand that?' _Ben thought.

The question on their mind was seemingly read by the older Magtartus brother. "Before you ask," John explained, "since I created these beasts, only _I _have the ability to communicate with them."

"Wait," Ben contemplated further on what John ordered his lava-followers to do. When he heard the word 'heart', it made him think. Suddenly, his eyes popped wide open from realization. "The Peony Heart!"

John smirked. "Yes…quite keen of you."

"W-what are you planning?" Erza demanded, though her strong voice faltered slightly.

John's confident smirk never left his lips. "Since neither of you will live to see the light of another day, I'll tell you. I just recently discovered that the source of the Peony Heart's power is not just Mount Infernus, but rather…raw, crystalized ethernano."

Erza gasped as her eyes widened in shock while Ben blinked in confusion. "Ethernano? What's that?"

John lifted a brow and looked at Ben incredulously. "You must be joking."

'_Hey! I'm from another universe, dude! There's still a lot I don't know about this crazy world.' _Ben shouted inwardly.

"Ethernano are magic particles that dwell in all living organisms and the atmosphere, Ben. They are the source of every wizard's power." Erza explained. "Sometimes, under the right conditions, ethernano can be turned into crystal…almost like a lacrima."

"Yes, I'm surprised you didn't know that." John commented. "Raw ethernano is extremely powerful, and if my loyal subordinates can absorb all of the ethernano crystals within that geyser…no one in Fiore will be able to stand against me."

"You can't!" Ben yelled. "If what you say is true, if you drain the Peony Heart then the people of Volk Springs could all die this coming winter!"

"Pft…by this winter, I won't care." He looked unfazed by the thought of an entire town dying. "I'll be so powerful that the cold won't affect me ever again." He grinned sadistically.

"You'd endanger the lives of so many innocents just for your own personal gain?! You fiend!" Erza shouted, her eyes burning with ferocity.

John grinned and shrugged. "I've been called worse. Well, as fun as it was talking to you two, I have work to do." He turned to the lava-lizards standing behind Ben and Erza. "Throw them into the storage pit."

Two lava-lizards stepped forward and grabbed Ben by the back of his jacket and Erza by her shoulder plate again. Ben sent John a glare before they were dragged past him and down another tunnel, which lead to a very large cavern. This cavern had a series of lava tube entrances across the cave walls, and the demons pulled Ben and Erza into one of them.

A minute later, they reached the end of the tunnel, which was a pit with a large quantity of the orange crystals scattered in it. This was the room where John stored all of the minerals that the demons had mined. Ben and Erza yelped in surprise when they were thrown in the shallow pit. They crashed in a spot devoid of the orange mineral, but the rocky ground didn't provide a comfortable landing either.

Groans emanated from their throats due to the painful impact. Ben clenched his eyes tight and grinded his teeth from the stinging sensation that washed over him. He weakly opened his eyes and struggled to sit up. The shape-shifter turned his head and gave the pit a once-over. Without a doubt, Magtartus currently possessed at least a few tons of the magic-absorbing mineral.

This, of course, didn't bode well for the mighty Erza. The trained warrior rolled over onto her front and tried to sit up; however, her muscles faltered as she collapsed to the floor again. Erza moaned in agony, she could feel the magic energy steadily being sucked out of her.

Ben heard her moan and turned to her. Seeing how weak and hurt she looked, the teen hero quickly crawled to her.

"ERZA!" He cried out.

"T-the…the rocks…they're…sapping my power away." Erza breathed, a few drops of sweat racing down her face.

"I gotta get you outta here!" Ben looked at his stone bindings that blocked his access to the Omnitrix. He lifted his arms to their zenith above his head and slammed the stone bindings on the ground. The brunette tried again and again but the rock wouldn't yield.

Erza groaned loudly again. Ben could tell that her pain was intensifying by the moment, which only strengthened his resolve to break the stone. Cuts and bruises began to form on Ben's arms; unfortunately, even after all his attempts, the rock binding wouldn't yield.

"Dammit!" Ben cursed angrily. "If I could just break this damn stone, I can transform and get us outta here!"

Erza glanced over at Ben, her lightheadedness becoming stronger. She knew that as long as the magic-sapping mineral was around her, there'd be no way she could use her power, or even stand up! It was up to Ben now, but he was having his own difficulty with his stone cuffs.

When she spotted the Omnitrix on his left wrist, a light-bulb shined in her head. Digging deep into her reserves, Erza used her forearms to pick herself off the ground. Ben paused when his partner painfully shifted over to him and extended her bound hands to his left arm.

"Erza?" Ben questioned.

With one of her free fingers, she tapped the Omnitrix faceplate. As the green holo-wheel popped up, she pressed the first head icon she saw before finally falling over and succumbing to unconsciousness.

"ERZA!" Ben panicked. A second later, he noticed the Omnitrix core pop out. "Hang tight! It's Hero Time!"

He slammed his chin onto the dial, causing the room to be blanketed in emerald light. When the flash disappeared, standing in Ben's place was a six-foot-tall creature with yellowish-brown skin, a tan underbelly, and broad shoulders. Scattered across its arms, chest, and back were green eyeballs consisting of different sizes while its face had a mouth with a large pair of bat-like ears over it. It wore black pants with green cuffs on its wrists, knees, and ankles; the Omnitrix was on a green and white belt strapped to its waist. The Fairy Tail mark was stamped in black on his upper left arm, right underneath a green eye that was positioned on his shoulder.

"**Eye Guy" **The Opticoid pulled on his rock bindings and easily shattered them. "Alright! The eyes have it!"

When Eye Guys shut all of his eyes, a few merged with the one on his chest, causing it to increase drastically in size and extend outward from his chest. It shone a bright green as energy accumulated inside it. Suddenly, a brilliant green beam fired from the giant eye and struck a pile of orange rocks, igniting it in a conflagration.

Eye Guy turned in a full circle and blasted every piece of the mineral he could see. No pun intended. More explosions shook the pit as debris from the ceiling fell to the floor. Eye Guy ceased his attack and lifted a limp, unconscious Erza over his shoulder. He crouched low and leapt out of the pit and into the tunnel.

The second his feet touched the tunnel floor, big chunks of the ceiling collapsed into the pits and filled it completely with crumbled rocks. Ben turned back and let out a sigh of relief. A second longer, he and Erza would be dead underneath all that rubble.

"Man. _**I **_did not see that coming." Eye Guy quipped. Okay, that pun was intended.

A groggy groan came from Erza. The Opticoid pulled her off his left shoulder and gently laid her on the ground, kneeling beside her. The scarlet haired wizard eyes slowly fluttered open as she felt her strength steadily return. She blinked twice when her gaze fell on Eye Guy and his surreal eyeless face.

Erza got over her surprise at Ben's new form and sat up, holding her aching forehead.

"Erza, are you okay?" Eye Guy asked, concerned.

"Ugh…" she groaned and opened her eyes again. "Yes, I'll be okay. I can feel my magic energy coming back."

Eye Guy sighed in relief. "That's great to hear."

Erza sighed. "But it won't do us any good if my magic gets drained again just by being near Magtartus's monsters."

Ben knew the redheaded warrior was right. Erza wouldn't last long in another fight against the lava-monsters. He wracked his brain to look for any solutions to their situation. Suddenly, Ben remembered something about their last battle. When he cooled the demons off as Water Hazard and Erza used her weapons to destroy them, she didn't seem to tire out.

Perhaps when the monsters were cooled to the point where they turned to stone, their magic-absorbing abilities were negated. Ben mentally slapped his forehead, reprimanding himself for not seeing it sooner.

"_**I**_ got it!" Eye Guy quipped, causing Erza to groan. He shook off her groan and continued, "Earlier when _**I**_ turned those things to rock, you didn't feel as weak. Am _**I **_right?"

"Okay, first…enough with the eye puns." Erza ordered sternly. "Second, yes…I didn't feel as weak, why?"

Eye Guy slapped the Omnitrix dial on his belt, shrouding his body in emerald light. In the wake of the green flash was a four-foot-tall, blue lizard-like reptile that stood on four feet. Its legs, back, and arms were clad in tight black clothing while its white shelled chest was exposed, with the Omnitrix dial on it. Four pointed, blue spikes started from his head and went down his spine. Its reptilian face was blue and had black streaks around its green eyes. The Fairy Tail symbol was emblazoned in blue on his left shoulder.

Ben looked at his new form and smiled. **"Articguana**? Cool"

The wizard in armor eyed this new transformation peculiarly. It didn't look all that impressive; however, she'd thought about Lodestar the same way and was defeated easily by him. She wondered what this new form was capable of.

Articguana decided to give his partner a quick demonstration of his powers. He inhaled deeply before exhaling an icy breath at the cave wall, which instantly coated it in a thick sheet of ice.

Erza blinked twice at the icy wall before returning her attention to Articguana. "Another form with ice powers? I can't decide if Gray would like this form or envy it." She smiled teasingly.

Articguana smirked. "I'd go for the second one. Alright, here's how we'll do it: I'll freeze 'em and you break 'em. Got it?"

Erza realized Ben's solution to keep her in the fight and smiled. "Understood. Now let's get moving!"

"Wait! Grab on to me." Articguana said, earning a confused look from Erza. "I can get us there a lot quicker than running." He explained.

Erza hesitantly took hold of one of the spikes on his black shell. Articguana pointed his head at the ground and exhaled, promptly coating the floor in ice. Surprisingly, the Polar Manzardill skated across the ice he'd formed in a snowboard-like fashion while continuing to fire his freeze ray at the ground ahead of them.

Titania's mouth gaped slightly as she held onto Articguana. She then blinked and shook her head. _'I wonder if Ben will ever stop throwing surprises at me.' _She wondered.

True to his word, Articguana skated very fast out of the tunnel; much quicker than running, and into the main cavern. John was standing on the stone bridge over the magma pit with a quartet of lava-lizards close by. The Lava Mage's eyes widened in shock when he saw a black and blue iguana-like creature and Erza skating toward them on sheets of ice that were being fired from the creature's mouth.

Articguana came to a stop and ceased shooting his freeze-ray. He and Erza stood on the end of the rock bridge, glaring hard at the black haired man.

"WHAT?!" John shouted, dumbfounded. "HOW? How are you two still alive, or even able to move? You both should be drained by now!"

Erza summoned enough magic energy to perform a re-quip, which engulfed her body in golden-white light. When it died away, she was now adorned in her Black Wing Armor. She held out her lethal, silver sword.

"Fairy Tail wizards are not defeated so easily. Your brother had to learn the hard way, and so will you." Erza declared strongly.

"That's right, pal. We're taking you and your little operation down." Articguana added.

John clenched his fists and growled. He pointed a finger at the duo and yelled, "Destroy them!"

The four lava-demons standing by John stepped forward and formed a wall between him and the two Fairy Tail mages. They reared back their lizard-like heads and shot four lava torrents at them.

"You know…I had a feeling he was gonna say that." Ben commented.

He inhaled deeply and then fired a bluish-white ray from his own mouth. When the freeze-ray and lava blasts met halfway, the latter was instantly turned into hard rock. Articguana's ice attack broke through and froze the demon quartet on contact, turning them into stone.

Erza leapt in the air, cocked back her silver blade and swiped her sword in an arc pattern.

"**Moon Flash!" **

A silver energy wave discharged from Erza's blade and easily shattered the rock statues. John took a tentative step back, surprised by how quickly the two had defeated his minions. However, his cocky smirk soon returned.

"Impressive," he praised, "but I still have numbers on my side."

Without warning, a dozen lava-demons jumped out from the magma pits below and onto the bridge, standing guard in front of their creator. Articguana and Erza's attention was grabbed by some noises behind them. They turned to see another dozen demons standing at the end of the bridge. Now, the duo was surrounded.

Erza winced a little, feeling her magic power beginning to get sucked away again. John folded his arms over his chest and smirked haughtily.

"You two should've learned that you cannot defeat my golems without getting all your energy drained!" John smiled sadistically.

Noticing that Erza's arms and legs were starting to slightly tremble, Articguana acted fast. "Then I guess I'll just have to freeze their butts first!"

The Polar Manzardill exhaled another freeze-ray at the demons in front of him. He then turned around to freeze the monsters behind him. Within seconds the entire bridge and the two dozen lava-lizards were covered in thick sheets of ice. John's eyes widened, stunned by how strong this creature's ice powers were.

"Re-quip!" After another golden-white flash, Erza was now clad in her Heaven's Wheel Armor, which was fully repaired. She flew into the air and, after multiple white flashes, summoned a manifold of magic swords around her.

Erza let out a fearsome yell as she launched her blades at the frozen lizard-men. The swords easily destroyed their rock bodies; however, Erza's blades also compromised the integrity of the stone bridge. Suddenly, with a loud crack, the ice-coated bridge broke apart. Ben, John, and debris of rock and ice then plummeted to the molten lava below.

Erza blinked. "Oops"

Articguana yelped in surprise, but quickly shot another subzero beam at the magma. As a result, an island of fresh, hardened rock was created in the magma pit. The stone cracked where Ben landed, but he was unharmed. A Polar Manzardill was a very durable species.

Erza descended and smoothly landed on Ben's right. "Forgive me. Are you alright?" she inquired.

"No worries." Articguana grinned cheekily. "I'm fine. This form's a lot tougher than it looks."

John fell into the pit with a splash. A couple seconds later, he stood up waist-deep in lava. Naturally, since he practiced in Lava Magic, he was immune to being scorched by the lava. His clothes were unaffected as well since the fabrics were infused with a special magic to prevent them from burning. How else would a Lava Mage wear clothes?

The older Magtartus sibling tightened his fists and shot a dangerous glare at the duo. Waves of orange-colored magic energy irradiated off of him.

"Whoa…he can stand in lava? Didn't see that coming," Articguana remarked.

"I won't let you two insects foil my plans!" John bellowed. "Demons of the pits… destroy them!"

The horde of at least a hundred lava-monsters in the lava quarry ceased their mining and surrounded Ben and Erza. Enraged snarls emanated from their snouts as fire exhaled from their nostrils. The demon's dark crimson eyes were blazing with anger as they honed in on the two.

Erza groaned lightly and felt her body tremble in growing fatigue. With this large number of Magtartus's demons around her, she could feel her magic power being depleted again. Ben saw this and knew he had to do something quick; however, he knew Articguana couldn't freeze this many lava-monsters at once.

"There's so many of them." Erza said.

"Focus, Erza." Ben chided gently. "Remember our strategy: I freeze them and you break them."

"Can you possibly freeze this many demons before my magic is completely drained?" Erza retorted.

The Omnitrix bearer glanced at the horde of lava-lizards surrounding them. They unsheathed their glowing orange talons and were preparing to attack.

"No." He admitted. "But I think I might know something that can." Ben looked at the Omnitrix dial on his chest.

"I've never tried this before," he murmured, "but there's no better time than the present; time to go Ultimate!"

He slapped the Omnitrix and four spikes sprouted from the dial, causing yet another emerald light to consume his body. Standing in the wake of the green flash was a large creature, adorned in a green shell-like armor on its torso, legs, and arms. There were sections of ice on its back and shoulders; the blue ice on its back rose to make a mountain-shaped spike. It had three gray growths dangling from its chin, and its sharp teeth were sticking out of the bottom jaw. However, the big eye-catcher was the two long, green bio-cannons sticking out from its shoulders. The Omnitrix symbol was now positioned at the front of the ice spike on its back.

"**Ultimate Articguana!" **Ben yelled in a deeper, Hungarian voice.

Erza and John both stared at the large, icy creature in awe and intrigue, the former feeling coming more from John. He took a couple cautious steps back, shocked by the sudden new transformation. He shook off his stupor and shot Erza and the hyper-evolved Polar Manzardill an angry look.

"Change into anything you want, but it still won't help you. My minions," John yelled, "go forth and eviscerate them!"

The demon horde let out earsplitting roars before they all charged at the duo.

Ultimate Articguana narrowed his green eyes. "Why don't you all just chill out!"

Erza groaned. _"Now he's making cold puns?' _

He lowered his bio-cannons and fired two powerful, whitish-blue beams at the lava-monsters. The demons were instantly turned into igneous rock. Ultimate Articguana shifted his feet to shoot his freeze-rays at the other lizard-men around him. The subzero temperature was so intense it actually froze all of the magma in the pit, trapping John's lower body in rock and causing him to shiver madly. In five seconds flat, Magtartus's legion of lava-lizards were all frozen and turned into rock.

As Ben stopped firing his freeze-ray, a cold mist billowed off the lizard-men statues and the newly formed igneous rock in the pit. Erza's mouth gaped as she looked at Ben with wide eyes. A moment later, she closed her eyes and shook her head, a tiny smile growing on her lips.

"I believe I can say that without a doubt Gray would definitely envy this form." Erza commented.

"Damn straight he would." Ben smirked.

John, meanwhile, was shaking slightly and stared at Ultimate Articguana in awestruck dismay. "I-I-Impossible," he stammered, "he…he froze all of them, even the magma pit itself with just one attack! What sort of monster is this man?"

"My turn," Erza grinned.

Still suited up in her Heaven's Wheel Armor, she jumped up and hovered ten feet in the air. With multiple white flashes, Erza summoned several dozen magical blades around her. With a mighty cry, the redhead fired the swords all around her and shattered every single lava-lizard rock statue with ease.

'_No…I can't suffer defeat. Not like my brother did.' _John thought. Then, an idea popped into his mind; however, he would need time to pull it off.

Magtartus reached into his suit and placed on his iron glove, and then pulled out several shards of the orange mineral. He had coated some compartments of his business suit with a layer of iron to prevent the rock from draining his own magic power. He tossed the crystals forward and summoned an orange magic circle below him.

Suddenly, the black stone that had trapped him from the waist down was beginning to crack and become molten once more. Without warning, a pillar of lava blasted from the magic circle and encased John within.

Ultimate Articguana and Erza looked over to the enraged form of John Magtartus, who was standing in a column of molten rock.

"He looks mad." Ben noted. "Maybe I should cool him off?"

"One thing you must know about me, Fairy Tail wizards, is that I am not as easy to beat as my pitiful little brother." John outstretched his right arm and aimed at the orange rocks lying on the ground in front of him. As a result, an orange magic seal appeared under them. "Now, arise…**Lava Serpent**!"

All of a sudden, lava and burning rock erupted from the seal and melted the orange mineral. Once the crystal blended in with the extremely hot elements, the molten rock began to take the shape of an enormous python made completely out of magma. It was so big its long body took up nearly half of the spacious cavern. Its mouth was full or glowing, sharp backward-curving teeth. Streams of fire shot out from the nostrils on its face while its eyes were ruby red. However, the real oddity was its long, skinny arms; its four fingers were equipped with sharp, glowing talons.

Ben and Erza gasped lightly and took a fretful step back, starring at the new beast in slight shock. For Ben, the monster kind of reminded him of Ssserpent, without the lava-skin of course.

"Whoa. A lava snake? That's…actually kinda cool." Ultimate Articguana commented. This earned him an annoyed look from Erza. Ben noticed it and shrugged. "What? It is!"

The lava python picked up its triangular head and honed its deadly red eyes onto its prey, hissing maliciously. Shockingly, it split open its bottom jaw like a real python and fired a dense lava torrent at the duo. Erza made for the air while Ultimate Articguana narrowly dodged the blast. The ground erupted into an inferno as burning rocks and fire were thrown up everywhere.

To avoid being harmed by the extreme heat, Erza re-quipped into her Flame Empress Armor. When she landed, she looked across the cave and glared at Ben with annoyance. "Still think it's cool?" She retorted tartly.

Ultimate Articguana arched a brow. "It's a giant snake made of magma and it shoots lava from its mouth. Of course I still think it's cool!" He called out.

Erza shook her head and groaned, exasperated. Without warning, the wizard in armor felt a wave of weakness wash over her; it was so strong it actually forced her to kneel. She ground her teeth and clenched her eyes closed. It appeared that this lava-snake had the same magic-sapping abilities as the lava-lizards…only it absorbed magic much faster.

"Ugh…BEN! It's absorbing my magic!" Erza cried.

The hyper-evolved Polar Manzardill saw how much pain his partner was in and knew he needed to act fast. The lava-python cocked back its right arm and intended to backhand Ben. Surprisingly, Ultimate Articguana was very agile as he was able to swiftly jump to his right, avoiding the attack.

The giant flaming snake turned and shifted its crimson eyes on Erza, who was still on one knee and clutching her red sword in agony. Seeing an opportunity, it honed in on Erza and slithered across the ground toward her.

Ultimate Articguana growled and ran at speeds one would think a creature his size couldn't reach. He crouched low, shot himself forward, and dived right between Erza and the giant snake.

"Hang on, Erza!" Ultimate Articguana said. "I got this."

The lava-snake split apart its bottom jaw and fired another torrent of molten rock and fire. Ben grinned and aimed his bio-cannons at the incoming attack. "Have a taste of the Triple Freeze!"

The ultimate Polar Manzardill fired ice beams from his cannons and his mouth, which came together to make a super freeze-ray. When the lava and ice collided midway, the former was immediately turned into rock. The cold blasted through the newly formed rock and struck the lava-snake in the mouth. It cried out in agony before the subzero blast traveled throughout its body and eventually turned the giant snake into a statue of igneous rock.

Now that the snake was turned to stone, it could no longer absorb magic energy. Feeling her magic energy steadily rise again, Erza stood up from the ground and leapt in the air. After gathering enough flames on her red sword, the Fairy Queen yelled as she spun around and lashed out with an enormous fire wave. The stone serpent ignited into a humungous blaze, throwing rock fragments in every direction.

Erza came to a landing right by Ultimate Articguana's right side. She glanced over at her partner and smirked slyly. "Still think that it was cool, Ben?" She asked again.

Ultimate Articguana shrugged his massive shoulders. "Meh…not anymore. Talk about anti-climactic."

Meanwhile, John was still standing in the middle of a column of hot, scorching lava; his orange magic seal beneath his feet. The onyx haired man took off the iron glove on his left hand and tossed it aside, where it melted away. He then reached into his inside coat pocket and pulled out a couple orange crystal shards, holding them firmly in both hands.

He began to mutter a complicated incantation under his breath in a bizarre tongue. Magtartus paused when Ultimate Articguana and Erza ran forward, stopping thirty yards in front of him.

"Give it up, Magy!" shouted Ultimate Articguana as he aimed his cryo-cannons at John. "Your supply of that orange rock is gone and we beat all your monster cronies. Face it, you lost!"

Erza pointed her flaming sword straight at their adversary. "I'd listen to him. He knows what he's talking about. Surrender now, you scoundrel!"

John laughed manically, his eyes were glowing orange. "I'm afraid you are greatly misinformed. Mount Infernus is filled with that special mineral. This cavern was only a small pocket! And as for my golems…they were only preludes to what I am about to create!"

Magtartus spread his legs to give himself a wide base and held onto the orange crystals. Ben and Erza saw this and were bemused as to what he was doing.

"Why is he holding those rocks? Won't they drain his magic too?" Ultimate Articguana inquired.

John heard Ben's question and shouted, "If one can focus enough of their own magic power directly into this mineral, it will grant them the full bounty of the magic stored within!"

The orange crystals in John's hand illuminated brightly for a moment until they broke apart. All of the magic that was stored inside the rock had been transferred into Magtartus's body, making him shine brighter and the heat radiating off of him even more intense.

Erza took a cautious step back, holding her sword in front of her. "What's happening?" She said with wide eyes. "The heat coming off him is staggering. He feels as hot as a volcano."

Ultimate Articguana stepped back beside her, he too felt apprehensive over what was transpiring. This definitely didn't look good at all. "And it looks like Mount Magy is about to erupt." He quipped.

John interlocked his hands and muttered a short incantation. "King of the molten depths…awaken…come forth from the pits of hell, and merge with me!" The ground began to shake as the lava pillar engulfing Magtartus grew larger and became even hotter.

"What the hell is that lunatic doing?" Ben shouted.

Magtartus shot Ben and Erza a sinister smile, his eyes were burning with power and sadistic glee. "Now, Fairy Tail scum, get ready to face your doom. **ARISE LAVAZILLA!**"

Suddenly, the cavern was engulfed in bright, orange light and extreme heat. Instinctively, Ultimate Articguana fired his bio-cannons to create a thick wall of ice in front of him and Erza, shielding them from the eruption of heat. The ground began to shake even more, causing parts of the ceiling to collapse.

A moment later, the intense brightness finally died down. However, when the Omnitrix bearer and Fairy Queen saw what was in Magtartus's place, expressions of shock and horror crossed their faces.

Standing before them was a sixty-foot-tall monster that strongly resembled a bipedal lizard with a humped back, but its body was comprised of lava and burning rocks. Its upper body was broad, its arms were big, and it had long sharp claws on its hands. Backward-curved flaming rock spikes stretched down its back and ended at its long reptilian tail. On its shoulders were two volcanic vents that shot out reddish-orange flames. Its feet were three-toed and had talons like a chicken's foot. Red flames were exhaled out from the nostrils at the end of its snout. Its eyes were shining a menacing crimson.

Shockingly, the cave was able to contain the lava-titan, but just barely.

If Ben and Erza had to guess, John's body was probably located inside the creature's chest. He had full control of the giant and could see, hear, and feel everything it could. The beast looked down at a dumbfounded Ben and Erza, opening its mouth where they could see a multitude of sharp teeth and the crimson fire blazing inside.

"**Now, Fairy Tail insects…feast your eyes upon… Lavazilla, the King of the Infernus Pits, and the bringer…of your destruction!" **John's thundered; the creature's mouth didn't move when it talked. Magtartus's own voice was mixed in with a demonic, baritone voice.

It threw up its arms and let out a thunderous roar that shook the cave and caused sections of the ceiling to fall; thankfully, for Ben and Erza, the cavern didn't collapse entirely. The ice wall that Ben had formed earlier instantly melted from the heat produced by the beast known as Lavazilla.

Ultimate Articguana and Erza stepped back and continued to stare in astonishment at the molten monster. Ben was the first to snap out of the trance. He had seen many weird things throughout his hero carrier and had taken down many tough opponents, meaning he could recover quickly from shock. Although, of all the things that he came across that shocked him, this thing had to be in the top ten at least.

"Lavazilla?" The Omnitrix bearer repeated. "Okay, I gotta admit…that's pretty bad-ass."

Erza didn't respond as she stared up at the flaming lizard-monster in stupor. The heat and magical energy coursing off of this beast was astounding; nevertheless, Erza snapped back to normal and held her sword high. She had faced down against the demon flute monster, Lullaby, and come out victorious. True she'd had Natsu and Gray to help her, but having a powerful person like Ben at her side did give her confidence.

Suddenly, Erza cried out as she felt exhaustion hit her like a freight train. Her body shined gold as her Flame Empress Armor disappeared and was replaced by her normal Heart Kreuz attire. A sheen of sweat raced down her face and her eyelids were getting heavier.

"ERZA!" Ultimate Articguana exclaimed, panicked.

"I…my power…it's being drain…m-much faster." Erza said weakly. "Ben…it's up to…you."

She fell to the ground face-forward, unconscious.

"ERZA!" Seeing that she was down, Ben turned to Lavazilla/Magtartus and glared indignantly.

Usually Ben would've made some insult or quip to his enemy, but after seeing his partner go down he was now completely serious. Ultimate Articguana stood in front of her protectively and fired ice beams from his cannons and mouth. Like before, the rays came together to form a bigger one.

Lavazilla/Magtartus held up its right arm to block the freeze-ray, but his arm was still cooled to the point of stone. The cold began to travel up its arms until it reached its shoulder; at that point, Ultimate Articguana thought he could just freeze him easily, but he was wrong.

The ice that had formed was quickly melted away as the flames on the creature's arm intensified.

"**Pathetic imbecile!" **Lavazilla/Magtartus roared. **"You cannot defeat the Great Lava King with mere ice." **

The lava-titan held up its right hand and summoned an orange magic circle. A barrage of magma spheres fired from the seal. With his impressive agility, Ultimate Articguana dodged to the side to avoid the molten projectiles. Lavazilla/Magtartus's right hand followed Ben, continuing to shoot more molten balls at him; nonetheless, the hyper-evolved Polar Manzardill successfully eluded the attacks and ran all around the giant demon.

"We'll see about that." Ultimate Articguana muttered.

Ben crouched low and dived forward to avoid a magma sphere. The explosion accelerated the Omnitrix bearer forward. Ultimate Articguana landed behind the lava-giant, sliding on the ground a few meters. He exhaled a bluish-white ray at the monster's back, instantly coating it in ice.

Lavazilla/Magtartus lifted up his long tail and swiped at Ben, but the Ultimate Alien quickly jumped over the tail. The lizard-demon turned toward Ben and fired another bombardment of magma spheres from its magic circle. Ultimate Articguana dived to his right, the ground where he once stood erupted into a series of explosions.

The hyper-evolved Polar Manzardill aimed his cryo-cannons at the ground and fired. He created a thick pathway of ice, which he then used to skateboard on. Lavazilla/Magtartus turned its gaze to Ben and shot a torrent of fire from its palms. Ultimate Articguana outmaneuvered the attack as he skated remarkably fast on his own ice.

The Omnitrix wielder circled around the lava tyrant, dodging all the magma and fire projectiles it shot at him with impressive agility and skills. This made Lavazilla/Magtartus growl furiously. **"You are only delaying the inevitable, boy! Be a man and face your doom!" **

Lavazilla/Magtartus concentrated and drastically increased the heat of the ground in front of Ultimate Articguana, which promptly turned into a magma pit. Ben's eyes narrowed in determination as he leapt into the air and fired an icy blast from his mouth at the pit. The molten rock was instantly changed back to stone from the freezing cold.

When Ultimate Articguana landed, he turned and looked up at Lavazilla/Magtartus with anger and aggravation. "'Face your doom?' You sure got the whole super-villain thing working out for yah." Ben paused and trained his cannons on his enemy. "And by the way, I'm eighteen you jerk!"

Lavazilla/Magtartus snarled. It opened its mouth wide and fired a powerful red beam of lava and fire upon Ben. Ultimate Articguana shot freeze-rays from his cannons and mouth, which came together to make a larger beam. When the two elemental forces collided, an accumulation of steam was produced.

A moment passed and the giant lava-lizard and the hyper-evolved alien continued to shoot their respective attacks; neither one was gaining ground. Both were locked in a stalemate. Ultimate Articguana could see that he was getting nowhere; nevertheless, that didn't deter him. Despite the strain, Ben inputted more power into his beams.

The cryo-rays began to push forward against the blazing breath attack. Suddenly, the lava began to harden into stone as the cold raced upward. The bluish-white beam finally blasted through and struck Lavazilla/Magtartus in the snout, causing him to stumble back.

"**AGH!" ** The lava-based titan cried out. **"Insect! You dare!" **

"Oh cry me a river, lizard face." Ben mocked.

Ultimate Articguana breathed deep and exhaled a subzero ray at Lavazilla/Magtartus's feet. The result was his three-toed, reptilian feet and the surrounding area being covered in an ice chunk.

Ben smirked. "I learned that move from Gray." The teen hero closed his eyes as he took in a deep breath.

'_Okay…I've got to put everything I got into this blast.' _He thought. _'Not just for those townspeople, but for Erza's sake too.' _

The Ultimate Alien dug deep into his reserves and discharged a massive torrent of icy blue energy from his mouth and cannons. The super freeze-ray landed a direct hit on the monster's chest. Lavazilla/Magtartus was about to melt it; however, the ice grew too rapidly around him before he could act.

Amazingly, in less than a few seconds, the giant was now entrapped with a large iceberg. The magma in the cave had all been turned to stone as an icy mist wafted off the rocks.

Ultimate Articguana stopped and lowered his head, panting heavily. That blast had taken a lot out of him. After taking a short moment to catch his breath, Ben turned and ran toward Erza. She was still lying face-down on the ground, breathing lightly.

The teen hero skidded to a halt in front of her. He reached up with his front right leg and tapped the Omnitrix dial on his spiked back. In a flash of green, Ultimate Articguana transformed back to Articguana, and then back to Ben.

He flipped Erza onto her back and got in front of her. He placed his left hand behind her head and his right arm on the middle of her back, gently helping her sit up.

"Erza!" Ben said, concern and anxiety dominating his voice. Her eyes were still closed and she was barely breathing. "Erza…please…wake up."

'_Please…'_ Ben thought, distressed. _'No…not again…please just…not again!' _

A soft groan came from Erza as her eyes began to flutter open. When her brown eyes opened halfway, Ben felt his breath hitch in his throat while his green eyes widened. In Erza's place, he saw a raven haired girl lying in his arms; she was cut and bruised very badly. She looked at him with warm brown eyes, despite the agony she was experiencing.

When Erza's eyes opened fully, the first thing she saw was Ben. He had his right arm wrapped around her back and his left hand behind her head. The redheaded warrior couldn't suppress the crimson blush on her cheeks.

It was then she noticed that Ben was staring at her; however, it looked like he was locked in a trance. Erza then took note of the distraught expression on his face. It was like back at the hotel last night.

"Ben?" She said.

Ben blinked. The image that he saw vanished and was replaced by a concerned Erza.

"Oh…um…Erza, are you okay?" Ben stuttered, snapping out of his daze.

Erza arched a brow, confused. "Uh…yes." She sat up more. "I can…feel my magic coming back again…it's a little slower this time though." She then looked back to Ben and asked, "Are you alright, Ben?"

Ben smiled; although, Erza could tell it was forced. "Yeah…don't worry. I'll be okay."

Erza would've asked what was _really_ wrong with him until she heard a crack. She turned her head and her eyes widened comically when she noticed the giant ice chunk with Lavazilla/Magtartus trapped inside.

"Good work, Ben." Erza complimented. "The ice must be shielding me from that thing's magic-absorption abilities."

Suddenly, a loud crack echoed throughout the cavern. Ben and Erza then saw a few cracks forming in the iceberg, tiny traces of steam were billowing out.

"That won't hold him for long." Ben said grimly.

Erza was about to respond until she noticed something: Ben still had his hand behind her head and his other arm around her back. This caused a tint of pink to flush on her cheeks.

"Um…Ben…you're still holding me." Erza said, slightly nervous.

Ben looked back at her and realized she was right. He pulled his arms away swiftly with a light blush. "Sorry!" He exclaimed, flustered. The Omnitrix bearer then stood up and held out his hand. "Uh…need a hand?"

Erza took his hand and Ben pulled her back to her feet. Her knees were a little wobbly, but the trained warrior soon gathered the strength to stand. Their attention returned to the ice chunk, which was cracking apart faster.

"This is not good." Erza dreaded. "When that thing breaks free, it'll absorb my magic again."

"And I bet it won't be too happy about me turning him into a popsicle." Ben noted.

Ben's brows furrowed as he contemplated on a possible solution. A short moment later, an idea hit him like a ton of bricks.

"I have an idea." Ben proclaimed, turning to Erza. "But for it to work, I need you to re-quip into your strongest armor. Can you do that?"

"I – I think so, but…what are you planning?" Erza asked.

Ben smirked. "Something awesome"

Erza looked away and took a deep breath. She then closed her eyes and focused on her powers. "Re-quip!" She yelled.

Her body was shrouded in golden-white light and her armor disappeared, instantly replaced by a different one.

The armor was mostly pink and intricately designed. Her breastplate was pink and sported two wing-shaped decorations on her collar. Her gauntlets completely enveloped her arms and featured prominent feather-shaped decorations pointing backwards in correspondence to her wrists. The waist-guard was made up of pink plates attached to the breastplate, surrounded by a thin belt around Erza's waist, and had a short, pinkish-white skirt underneath covering her upper thighs. Her greaves reached up to the center of her bare thighs and possessed feather-like ornaments protruding from the upper edges of her greaves and the lower edges of her knee guards, which had similar motifs carved on them. The armor was complemented by a large tiara adorning Erza's head, with feather-shaped protrusions jutting out horizontally, and a large pinkish-white cape. Her hair was styled into a pair of braids that flowed down from the back of her head. In her hands was a pair of swords; both had a white and pink wing-shaped cross guard and a black and white blade.

Ben blinked twice at Erza's suit, which he had never seen before. To him, it looked rather peculiar, but he knew he had no room to talk. Nearly everything he turned into was strange looking.

"Whoa," Ben said in slight awe, "what do you call this armor?"

"This is Armadura Fairy." Erza answered. "It is my strongest armor. It represents the pride I have in being a member of Fairy Tail."

"Cool, but I think I can make it better." Ben grinned as he activated the Omnitrix. He scrolled through the holo-wheel until he found the icon he wanted and pressed it.

'_Never thought I'd actually use this guy here in this crazy magic world, but I'm glad I was wrong.' _Ben thought before he slammed down the dial.

In the wake of the green light was a black and green humanoid looking being that stood six-foot- tall. The front of its arms, its neck and head, and back were all black and covered in green circuitry-like lines while the front side of its body was white. It had no face or mouth, just a single green circle. The Omnitrix symbol was on his chest, and the Fairy Tail mark was stamped on his left shoulder in green.

"**Upgrade" **Ben shouted in his voice, only more metallic.

Erza stared at the black and green, blob-like alien peculiarly. She had been introduced to yet another transformation she had never seen. Before the redhead could comment, the sounds of the iceberg cracking caught their attention. They both turned to see that Lavazilla/Magtartus was glowing red and even more steam was pouring out from the expanding cracks in the ice. There wasn't much time before he busted out.

"Can this form help us stop that thing?" Erza asked, readying her twin blades.

Upgrade looked at her. "Yeah, but more specifically, it's gonna help you."

Erza looked at Upgrade, lifting a brow in confusion. "What do you mean?"

"Erza, do you trust me?" inquired Ben, ignoring her question.

The scarlet haired warrior stared at Ben with a thoughtful expression. A moment later, she nodded in response. "I do."

If Ben could, he'd be smiling right now. "Good. Then hold still and…uh…please don't freak out." Upgrade advised.

The Galvanic Mechamorph stepped forward and, surprisingly, enveloped Erza with a tight hug; much to her embarrassment. All of a sudden, Upgrade's body became more blob-like and began to ooze all over her body. Erza indeed began to panic until something incredible happened; Upgrade began to amalgamate with and reshape her armor!

A short moment later, Erza's Armadura Fairy had a new look. The breastplate, waist-guards, arm gauntlets and boots were tar black with green lines. Her mid-thigh length skirt was lime green. The cape on her back had reformatted into metal and taken the shape of a pair of green, fairy-like wings. A small, rectangular jetpack was positioned on her back in-between the wings. Mounted on her forearms' gauntlets was a pair of small, onyx energy cannons. On her head was a black helmet with green feather-shaped protrusions of her tiara sticking out on the sides and in front of her eyes was a lime green visor. The blades on her twin swords were black while the blade's edges, wing-shaped cross guards, and grips were green. The Omnitrix dial was on a green belt around her torso plate.

Erza gawked and examined her armor's new appearance in amazement. "What…is this?" She uttered.

Suddenly, Upgrade's head oozed out from Erza's left shoulder plate. "WHA…BEN!" She yelped in shock, feeling a couple sweat drops race down her face. "W-w-what did you do?"

"I merged with your armor and enhanced its abilities by tenfold." Upgrade explained. "As Upgrade, I can merge with machinery and make it better. I wasn't sure if I could merge with your armor to be honest…but I'm glad I was right."

Erza didn't respond immediately as she stared at Upgrade's head in awe. Yet again, Ben Tennyson had managed to impress and surprise her.

But then, another thought occurred to the redhead. "What if it tries to absorb my magic again?"

If Upgrade could, he'd be smirking smugly. "Don't worry. I'll protect you from that. You just focus on bringing the pain."

Cracking noises echoed throughout the cavern again. Erza and Upgrade turned their heads to see a spider-web of cracks across the ice chunk as steam and water poured out of them. Suddenly, the ice shattered into pieces and Lavazilla/Magtartus was free.

"**RAAAGGHH!" **The monster roared violently while the crimson flames around its body intensified. **"YOU WILL SUFFER DEARLY FOR YOUR INSOLENCE!" **

Erza got in a battle stance as she and Upgrade both glared at the flaming lizard-monster.

"Geez, this guy is really annoying." Upgrade remarked.

"I agree." Erza replied dryly.

The Galvanic Mechamorph turned his blobby head to Erza. "I say we kick this guy's ass!" He said eagerly.

Erza smirked slyly. "I'm beginning to really like you, Ben."

"Same here, Erza" Upgrade's head then sunk back into her armor.

The giant lizard-monster's face twisted into a scowl. **"You dare speak of the Great Lava King with such impertinence?! You shall burn!" **

Lavazilla/Magtartus formed a large magma ball in his hand and threw it straight at them. The Upgraded Titania crouched low and launched herself up, avoiding the attack. Ben spread out her black fairy-like wings and activated the jetpack on her back, which shot out green after-burn and blasted her forward. Erza was surprised for a second when she realized she could fly, but it immediately passed and was replaced with a satisfied smirk.

'_I could get used to this.' _Erza thought.

The lava-titan summoned a magic seal in front of him and a fusillade of magma balls shot out. With amazing speed and aerobatics, Upgraded Erza easily outmaneuvered the molten projectiles. As she concentrated on her enhanced suit's abilities, green lightning began to sizzle around her ebony twin blades.

Erza flew closer to the lava behemoth and let out a battle cry as she swiped her right and then her left sword, both discharged emerald energy waves. The energy attacks left a deep cut across Lavazilla/Magtartus's snout and chest. The giant threw up its head and roared in pain.

Erza blinked and smiled. _'I like this even more.' _

"**AARRGH! I WILL MELT YOU BOTH!" **Lavazilla/Magtartus bellowed.

In a fit of rage, it exhaled a huge lava torrent at the merged Fairy Tail mages. However, Upgraded Erza put more power into her jetpack and doubled her speed. The black and green armored warrior skillfully eluded the stream of molten rock being fired at her. She increased her altitude until she was nearly touching the cavern's ceiling and where she could look down at the lava-titan.

Upgrade's head popped out from Erza's left shoulder, causing her to yelp again. "Try the energy cannons on your arms." He offered.

Erza cocked a brow, and then turned to look at the small cannons mounted on her forearms. She pointed her blades down and stretched out her arms. After giving a mental command, the black cannons discharged a salvo of emerald energy blasts. The projectiles struck the beast from head-to-toe, penetrating his lava-skin and leaving many holes for magma to seep out.

"**RAAAGGGGHHH!" **Lavazilla/Magtartus roared in pain.

Upgraded Erza descended and accelerated. She circled around the lava beast and unleashed another onslaught of energy blasts. The projectiles caused significant damage by ripping apart its molten rock hide. Lavazilla/Magtartus attempted to swipe her down with his giant tail and his arms, but Erza ducked and dodged the attacks.

As she kept out of his range, Lavazilla/Magtartus growled in fury. **"GRRR! I HAVE HAD ENOUGH OF THESE GAMES!" **All of a sudden, lava burst from the ground and surrounded the beast. The power around him began to increase dramatically. **"Face my wrath, you flies, as I melt you into oblivion!" **

Lavazilla/Magtartus summoned a couple magic circles in front of his hands. Two torrents of lava shot out from the seal and came together to form an even bigger blast. Erza's eyes widened, there was no way she should dodge that.

"Erza!" Upgrade said; the green lines on her enhanced Armadura Fairy pulsed each time he spoke. "Cross your swords in front of you!"

Without argument, the Upgraded Titania crossed her blades; as a result, green lightning sparkled out and formed an emerald energy bubble around her. To Erza's amazement, the lava went around the bubble and kept her shielded from the extreme heat.

Lava continued to shoot out from the seal, which drenched the entire cave with the molten substance. A moment later, after the attack had ran its course; Lavazilla/Magtartus grinned sadistically and began to chuckle manically. There was no way his enemy could've survived that much lava and heat.

As the smoke cloud cleared, Lavazilla/Magtartus's crimson eyes widened exponentially when he saw that Upgraded Erza was hovering in the air unharmed, inside a green bubble.

"**WHAT?! IMPOSSIBLE!" **Lavazilla/Magtartus shouted incredulously.

"Nothing is impossible for a member of Fairy Tail." Erza countered.

"And a superhero like Ben 10." Upgrade added.

Upgraded Erza accelerated towards the giant, lava-skinned lizard again. Lavazilla/Magtartus shot magma balls from his hands, but the newly improved wizard in armor amazingly dodged in-between every projectile that came her way. When she got close enough, Upgraded Erza charged her twin blades with green electricity and slashed several times toward Lavazilla/Magtartus.

Several green energy waves struck her target, ripping into its molten hide and causing it a lot of pain. The humongous lizard roared violently and fired a stream of lava from its mouth. Upgraded Erza circled around the beast with the molten rock on her tail. She increased her speed even more to the point where she became a black blur with a green light wake.

Lavazilla/Magtartus looked in every direction, frantically trying to get a hit; however, his opponent was too fast. Upgraded Erza reappeared in front of the beast's reptilian snout and fired a volley of energy blasts from her cannons at its eyes and head.

"**ARRGGGHH!" **The giant roared in pain, covering its eyes from the onslaught.

Lavazilla/Magtartus clenched his fists and snarled angrily. **"I, the Great Lava King, will not lose to a couple pests!" **

"Man, this guy is so full of himself." Upgrade commented, exasperated.

"Let's take him down a few notches!" Erza replied determinedly.

Upgraded Erza flew toward the lava-giant and unleashed another round of energy slashes. Suddenly, before the attacks hit their target, a column of magma erupted from the ground beneath Lavazilla/Magtartus. Erza was taken by surprise and blown backwards.

She careened uncontrollably until she smashed into a wall; both she and Upgrade painfully grunted from the impact. Erza peeled off the rock and landed on her feet. Upgrade's head popped from her shoulder joint again and, along with Erza, looked at their enemy.

The heat in the room was becoming unbearable as the rocks began to become molten. The cave shook as a pillar of lava exploded from the ground beneath Lavazilla/Magtartus. Erza's eyes widened from the sheer amount of heat and energy coursing around the giant lizard.

"What's going on? Why's lizard face getting hotter?" Upgrade asked.

"**I will not lose to you foolish children! To ensure my victory, I will bring life back into Mount Infernus." **Lavazilla declared.

Erza and Upgrade's eyes, or circle in the latter's case, widened in shock.

"Is he serious?!" the Galvanic Mechamorph said.

The Fairy Queen glowered at the lizard-titan. "If you activate this volcano, then all the people in Peony will die!"

"**It is none of my concern of who gets killed along with you two." **Lavazilla/Magtartus scoffed. **"As long as I win, I don't care." **

Erza clenched her teeth in fury. This monster was would kill so many innocents without hesitation just to defeat her and Ben. It was people like him that made her sick. Erza wasn't the only one who felt that way though.

"We're not gonna let you win!" Upgrade exclaimed angrily. "You hear me, lava breath? You're going down!"

"**DO NOT TALK DOWN TO ME, INSECT!" **Lavazilla/Magtartus extended a hand and fired an incredible jet of lava.

Upgraded Erza activated her jetpack and flew high to avoid the blast, and hovered in the air for a moment. The situation had just gotten worse. If they didn't do something fast, then Mount Infernus would be reactivated and Peony and the surrounding landscape would be flooded with lava and choked with volcanic gas. Everything and everyone would die.

"Erza, bring your two swords together! I have an idea!" Upgrade shouted.

The re-quip mage complied with her partner's request and put her swords together. All of a sudden, the two weapons were shrouded in emerald light and forced Erza to close her eyes. Strangely though, she could feel her swords become soft and blob-like.

When the light dissipated, in her right hand was a ten-foot-long, green glowing sword with a black grip and cross guard. Erza was surprisingly able to hold it with ease. She examined the blade with slight awe, and then turned a hard gaze to Lavazilla/Magtartus.

"Very impressive," she said, "let's end this."

Upgraded Erza shot forward like a rocket, her long, green sword was cocked back to its zenith. Emerald lightning began to crackle on the blade as it gathered large amounts of energy.

Lavazilla/Magtartus hissed angrily and brought his hands together. As a result, he shot a humungous blast of magma straight toward the shape-shifter and re-quip wizard. Without warning, the energy that was being accumulated around Erza's blade expanded out and formed a protective green energy bubble around her.

The pillar of molten rock smoothly flowed around the bubble, which shocked the Lava King.

"**WHAT?! No! This cannot be. I am the Great Lava King! I CANNOT LOSE!" **The beast bellowed frantically.

"You're just a wimp hiding inside a monster. YOU'RE NO KING!" Upgrade snapped.

"You are a despicable fiend who kills for power and satisfaction. YOU'RE PATHETIC!" Erza added fiercely.

Lavazilla/Magtartus's eyes widened further as Upgraded Erza's speed increased as well as the energy around her blade. The emerald lightning accruing became so extreme it was just as bright as the sun.

"**NOOOOOO!" **The lizard-monster cried out.

Upgraded Erza let out a mighty battle cry as she broke through the lava attack and diagonally slashed her sword across the beast's torso; thus, unleashing the tremendous amount of energy her sword had gathered.

…

The townsfolk of Peony were still on edge after the last demon attack two hours earlier. As they went along with their business, the earth began to slightly shake. It was enough for people eating at restaurants to notice their tables rattle and waves to form in their drinks. Citizens outside could also feel the tremor.

Suddenly, an audible boom thundered across the land, startling everyone in the port town. Any person who was outside turned their heads in the direction of the earsplitting noise. A black smoke cloud was billowing out from the top of the massive stratovolcano known as Mount Infernus. Green lightning lashed out from the ash cloud in random arcs. Hurdling high at the peak of the cloud was an orange object.

Some people gazed in confusion while others, mainly the residents of the town, gasped in horror from the fear that Mount Infernus had finally awakened. The townspeople began to mingle and question each other over what was happening.

Meanwhile, at the top of the smoke cloud, the remains of a giant, bipedal lizard comprised of magma was being hurdled high into the atmosphere. The fiery skin of the beast soon turned black and hardened into rock, which crumbled away into tiny fragments.

When the rock lizard had completely broken apart, flying through the air was a black haired man wearing a shredded business suit. John Magtartus let out a scream of terror as he ascended higher with a trail of smoke behind him. After reaching several thousand feet, high into the clouds, John lost his velocity and gravity took over.

John's terrified scream was amplified when he realized he was now plummeting to the ground below. He could shoot a pillar of lava to act as a thruster to lessen his speed; however, his magic power had been exhausted. As the seconds went by, the ground grew closer and closer while John's cry grew louder.

The power-hungry Lava Mage closed his eyes, awaiting death. But just ten feet before he smacked into the side of Mount Infernus, a black and green blur soared by and swooped John up. The ebony haired man was trembling and his eyes were clenched shut. When he realized he hadn't gone splat, he timidly opened his black eyes to see he was flying.

John look up to see Erza, still clad in her enhanced Armadura Fairy armor. She glanced down at John with a dark, scary look that made him very uneasy.

"You lose." She said venomously.

Trepidation was etched into John's expression from both the near-death experience and Erza's death glare. Eventually, John groaned and his body became limp as he passed out.

"YEAH!" Upgrade cheered. "Team Ben and Erza: one. Magtartus: ZERO. We rock!"

"Indeed we do." Erza said with a smile, but it soon turned into a neutral frown. "But were those quips you made earlier really necessary?"

"I'm a superhero. It's part of the job." Ben retorted.

…

A crowd of townsfolk had gathered in the courtyard in front of city hall. Some were demanding answers to what caused the mysterious explosion and the tremor while others were apprehensive that Infernus was about to erupt.

On top of a flight of granite stairs that led to the extravagant building's entrance, Mayor Cryoson stood on a podium to address his citizens.

"People, people, please calm down." The mayor commanded. "I assure you that the city has the situation under control."

This didn't alleviate the crowd's unease one bit; people began to chatter with one another all over the crowd.

"Under control?!" A man shouted incredulously.

"Lava demons have been attacking this town for weeks!" Another yelled.

"They've been ripping fissures all across our town and burning everything in sight! How is that keeping things under control?" An angry citizen demanded.

"We have to get outta here! Mount Infernus is finally gonna blow!" One man cried fearfully.

"I knew living in a town built right next to a volcano was a bad idea." Someone noted. "But would my wife listen to me? NO!"

Cryoson continued, "People of Peony, I promise you Infernus is not erupting. It has been dormant for centuries and it will stay that way centuries more. I'm sure there's a logical explanation for that explosion."

'_No doubt it was those two Fairy Tail wizards.' _Cryoson thought. He inwardly sighed. _'Guess all those rumors of them causing nothing but destruction were true after all.' _

Before the crowd turned into a mad mob, a mechanical noise filled everyone's ears, but it was unlike any machine the townsfolk had heard before. They looked around in confusion, wondering what could be causing the strange anomaly.

All of a sudden, a figure appeared from the sky and smoothly landed ten yards on Mayor Cryoson's left side. Eyes bulged open and gasp were elicited from the mass of people. Standing there was a young redheaded woman, adorned in a bizarre black armored suit with glowing green lines. Draped over her right shoulder was an onyx haired man who had many cuts, bruises, and was charred from head-to-toe. His grey business suit was shredded and barely holding together.

Cryoson blinked, dumbfounded. But then, the spiked-crimson haired man recognized the face behind the green visor. "Miss Titania? Is that you?"

Upgraded Erza glanced at the mayor and nodded. "Yes, Mayor Cryoson."

Upgrade's head oozed out from Erza's shoulder plate, causing Cryoson to jump back in shock. "Why does everyone look so panicked?"

After a short moment, Cryoson composed himself, and acknowledged, "They're all wondering what caused that explosion from Mount Infernus. They're scared that it's finally going to erupt."

Erza smirked. "No need to worry, mayor." The improved Titania stepped forward to the mob, and announced, "People of Peony, the creatures that have been terrorizing your town has been vanquished!"

The townspeople were silent for a moment. Then, their previous apprehension instantly vanished as they broke out into a thunderous applause.

Mayor Cryoson looked back at Upgraded Erza with wide-eyes. "You…destroyed them all?" He inquired.

Erza nodded. "Yes." She then lifted an unconscious John off her shoulder and held him by the back of his shirt. "And we have the true culprit behind the attacks on your town."

Cryoson's eyes narrowed in contempt. "Magtartus"

"You know him?" Upgrade asked.

The crimson haired man was still a bit nervous of the talking blob head, but he shook off his uneasiness. "Yes. For years, he and his family have been nothing but trouble for this town. I should've suspected he would be the cause of all this."

Erza explained what happened in the pits of Infernus and what Magtartus had been planning for the past month. Magtartus had stumbled across an unknown mineral that could absorb and store magic within itself, and used it to create the lava-demons. He used the demons to wreak havoc so that the town would eventually call upon wizards for aid. Then, he would use the mineral to absorb their magic.

However, she left the part out about Magtartus trying to drain the Peony Heart. If the public knew that the Peony Heart's source of power was ethernano crystals, Dark Guilds from across the land might gather and seek to steal the mineral for themselves. Ben agreed with Erza's logic; it was for the best if the people didn't know.

Eventually, a group of guards came up and took the unconscious Magtartus away to jail, where he would undoubtedly be staying for a while. Upgrade oozed off of Erza, leaving her in her original Armadura Fairy outfit. In a flash of gold, she re-quipped back to her Heart Kreuz armor.

She looked up at Upgrade and smiled appreciatively. "Thank you, Ben. I knew I could trust you."

"How could you not trust this face?" Upgrade inquired.

Erza blinked at Upgrade's face, which was only a green circle.

The Galvanic Mechamorph soon realized what he said and chuckled. "Oh…hee-hee…never mind."

He tapped the Omnitrix dial and, in a flash of green, transformed back to Ben; much to the shock of the townsfolk.

"Erza Scarlet and Ben Tennyson," Cryoson spoke, bringing their attention back to the crowd. "On behalf of Peony, I give you our sincere thanks and gratitude."

Once more, the exhilarated townspeople cheered loudly once more for the two Fairy Tail wizards. Ben couldn't help but smile. A couple years ago, he would've let this sort of attention get to his head; thankfully, he had matured and knew better now. Though that didn't mean he did not like being appreciated.

'_Wow!' _Cryoson thought. _'They actually did it. They defeated those demons! And they did it without destroying anything. I guess all those rumors of Fairy Tail causing nothing but reckless destruction were exaggerated.' _

All of a sudden, a small tremor shook the ground while the sounds of tumbling rock could be heard in the distance. The crowd's elated mood vanished as they looked around in bewilderment.

"Now what?" Cryoson exasperated.

"LOOK! UP THERE!" A citizen pointed.

Everyone turned their heads west, in the direction of the massive stratovolcano known as Mount Infernus. An ebony cloud with a hint of green was still billowing out from the volcano's peak. Every side of the mountain top was scarred with an assortment of charred, black cracks.

Shockingly, Mount Infernus broke apart and began to collapse in on itself. The ground shook as thousands of tons of rocky debris began to tumble away down the mountain side. A giant dust cloud was thrown up in the atmosphere and formed a mushroom cloud over the landscape. After several moments, the shaking had stopped.

When the dust cleared a few moments later, everyone gasped in shock and disbelief. The famous volcano that used to tower over the lands had crumbled away; it was barely noticeable over the forest slopes. Mount Infernus was nothing more than a massive mound of shattered rocks and debris.

"WHOA!" Ben gasped, dumbfounded. "Did…we do that?"

Erza was just as shocked as Ben. "Your Upgrade form must've made the Armadura Fairy far more powerful than anticipated." She said, surprised.

Cryoson's jaw was ready to fall off while his eyes and face had turned white. _'T-t-those two…d-destroyed…an entire…volcano…the rumors were true.' _

Ben looked back at the mayor and smiled awkwardly. "So," he rubbed his neck sheepishly, "do we still get paid?"

The mayor of Peony fainted and fell back.

…

A couple hours later, Ben eased himself into a pool of hot water, not hot enough to burn his skin though. Currently, he was in the men's spa room, a large, white tiled room and in the center was a circular pool that had a diameter of twenty feet and a depth of four feet. He could barely see three feet in front of him thanks to the thick, steam clouds wafting off the hot water.

The shape-shifting hero let out a satisfied sigh as he sat in the relaxing, warm waters. Besides Ben, there was no one else in the room, but that didn't bother him. After all the fighting and pain he had gone through fighting John Magtartus and his lava-demons, he definitely needed some time to unwind and relax.

He closed his eyes and reminisced on what happened after Mount Infernus had collapsed. When the mayor had regained consciousness, he had generously paid Ben and Erza their ten-million Jewel reward, despite the destruction that had befallen Mount Infernus. To show his true appreciation, he had also given the duo an eighty percent discount to the Peony Hot Springs; a well-renowned spa center known throughout the Kingdom of Fiore.

Ben was a little unsure, but once he saw how excited Erza was, he decided to go along anyways. After all, it was only a trip to the spa. What was the worst that could happen?

Meanwhile, on the other side of the facility, Erza Scarlet stepped out from the women's locker room and into the hallway. She wore nothing but a white towel, which ended at her mid-thighs and showed off her voluptuous body. The re-quip mage sauntered down the white corridor to where she presumed was the spa area.

'_Today has been quite a day.' _Erza thought with a smile. _'After everything's that happened I believe a little relaxation is in order.' _

However, Erza's good mood vanished when a couple men with towels wrapped around their waists walked down the hallway. The second their eyes spotted Erza, they grinned confidently and stopped right in front of her.

"Well…hello, gorgeous." The first man said. He was six-foot-tall, had unkempt blonde hair, and piercing blue eyes. His body build was about average.

Erza frowned, now irked. "You're blocking my way. Move"

"Now hold on there, babe." The second man appeased. He was five-foot-eleven, his raven hair was cut short, and his eyes were greyish-black. His body type was a bit buffer than his blonde friend. "Why the rush? If you're looking to relax maybe you should come with me."

"Better yet, if you come with me, I could take away all your stress." The blonde man offered with a sly smirk.

Erza clenched her fists in vexation. Then, she smiled mischievously. "Very well, gentlemen; if you wish to relieve me of my stress, I'll be more than happy to oblige you." She then cracked her knuckles.

Back in the men's spa, Ben was sitting down chest deep in the warm waters, leaning up against the pool's side. His eyes were closed, his hands were behind his head, and he had a satisfied smile on his face. Ben had to concede, though he wasn't so sure about going to a spa, he was happy that he had come. He let out a content sigh as the heat and steam washed away all the aches and stress.

Suddenly, Ben heard a couple faint thuds emanate from outside the room. He opened an eye and turned his head toward the door, not that he could see it since the steam fogged his vision. After a moment of silence, he shrugged and passed it off for nothing.

Back outside, Erza was ambling down the hallway with a pleased smile. "Thank you, gentlemen" She said. "I feel much better now."

Behind her, the two men were lying on the floor. The blonde haired man had a swollen black eye and was unconscious. The raven haired man was clutching his stomach where Erza had punched him, writhing in pain while doing so.

A staff member for the facility rounded a corner and walked into the hall. He was average height, had short red hair, and wore a white shirt and pants. He was carrying a load of neatly, folded white towels. He paused when he saw the two men lying on the floor. He then noticed a very attractive redheaded woman walking away.

He sighed in annoyance, realizing what had transpired. "Let me guess," he spoke, "you two flirted with that woman didn't you?"

"Aye…" the raven haired man groaned painfully.

The spa employee closed his eyes and shook his head. "That was Titania Erza of Fairy Tail you dimwits. Be thankful that she only gave you black eyes and bruises."

Meanwhile, Ben was beginning to drift off as the spa water sent him into a degree of relaxation he hadn't felt in over two years. The teen hero was brought out of his peaceful state when he heard the doors creak open. He opened an eye and looked in the direction of the door; however, he was unable to see past the steam.

For the past thirty minutes, Ben had had the men's spa room all to himself; much to his satisfaction, but it appeared his alone time was now up.

'_Oh well…' _Ben thought. _'Maybe this guy coming in won't cause too much noise.' _

As he closed his eyes, he could hear someone getting in the water on his left side. They let out a feminine-sounding sigh, which confused the brunette haired teen.

"Ben?" a familiar voice said. "Is that you?"

Ben peeked an eye open and glanced over. "Oh. Hey Erza," He said nonchalantly as he looked away.

A moment later, Ben sat back up and looked toward his left. Sure enough, Erza was sitting chest-deep in the spa, only five feet away from him. Her scarlet hair was tied up into a bun so it wouldn't get wet, and the steam that wafted off the hot water obscured her impressive assets; much to Ben's relief. However, that still didn't make him any less shocked or bewildered.

"ERZA!" Ben shouted, flustered. "W-w-what are you doing in here?"

Erza looked over and quirked a brow. "I should ask you the same thing. What are you doing in the women's spa area?"

"Women's spa?" he repeated, confused. "Erza, THIS IS THE MEN'S SPA!"

Erza blinked a couple times and glanced all around. "It is?" she questioned. Surprisingly, instead of being completely embarrassed or rushing to get out, she remained where she was. "Hmm… oh well. Silly me."

Ben's mouth gapped a little. "Oh well? Seriously?"

Erza shrugged and smiled. "I'm already here and have made myself comfortable. There's no reason to leave; besides, it's just you and me in here anyways."

Ben was left speechless. He couldn't believe how little undaunted Erza was acting about being in the men's spa room. He then shook his head and let out a heavy sigh. "Uh…okay. Well then…I'll just…move over here then."

He scooted a few feet away. Erza saw this and scooted closer to Ben. "Why are you moving away?"

"HUH?" Ben began to panic, realizing Erza was moving toward him. "N-no reason…I just…"

He tried moving further away but Erza seemed to be scooting closer to him.

"Come on, Ben." She urged softly. "You don't need to move away from me."

"Uh…yes, I do!" Ben protested frantically. "You're…you're…"

Whatever he was going to say was cut short when Erza lunged from the mist and grabbed hold on Ben's left arm. Unexpectedly, Erza pulled Ben from the pool's edge and into the center of the spa, where the thickest accumulation of steam was.

"E-Erza? W-what are you-?" Ben stuttered, feeling his face flush.

"Relax," assured Erza while still keeping a gentle grip on his arm. She then held up a bottle of lotion, which she had had in her left hand the whole time. "I was hoping you could apply this body lotion on my back."

Ben blinked while his mouth gaped a little. "Uh…come again?" He said, thinking he had misheard her.

Erza smirked as she turned her back to Ben. "Would you please rub this on my back, Ben?" She asked innocently.

Ben froze as his face turned several shades of red. He couldn't believe what he just heard. First the bunny suit, sleeping in the same bed, the cuddling incident, and now _this_! Would it ever end?!

He was about to decline her request until he took notice of her smooth, creamy back. He had to admit, it was attractive and alluring. Ben shook his head, shaking away those unwanted urges.

'_Oh man!' _Ben cried inwardly. _'Why is all this happening?' _

In the end, Ben sighed as he lost out to temptation. "Okay," he conceded.

Erza smiled in appreciation. "Thank you, Ben."

He took the bottle that Erza had offered him and timidly scooted closer to Erza, but not too close. She had hunched slightly so he'd have better access to her back. Ben gulped nervously as a few sweat drops raced down his face.

Ben took the bottle and squirted out a creamy-white lotion into his right hand before handing it back to Erza. He rubbed his hands together and once they were covered in the white cream, he timidly stretched them out toward Erza's back. He started with her shoulders, making sure not to rub too gentle or too firm.

Erza moaned, causing Ben to immediately stop. "What? What's wrong?!" He asked hysterically.

"Nothing's wrong. It's just…you have good hands." She complimented.

Ben couldn't help but blush from her compliment. He then turned away with a pout. "At least someone thinks so." He murmured indignantly.

A couple years ago, a month after Ben had gotten the new Omnitrix; he had experienced some difficulties working with the watch's controls. When he had contacted Azmuth about the problem, the brainy, pompous alien had retorted, _"Well…_ _I would have expected a little more dexterity out of those fat fingers of yours."_

Ben stopped rubbing Erza's shoulders and eyeballed his hands attentively. When Erza felt his warm, gentle hands leave her, she glanced back. "Ben…is something wrong?" she inquired.

The Omnitrix bearer was silent for a short moment before he spoke up. "Um…Erza…do you think my fingers are fat?" He asked with a pout.

Erza blinked, taken off guard by the unusual question. With a smile, she replied, "No. I think your fingers are quite…nice."

Ben blushed from her sincere response. "Thanks."

For the past couple minutes, Erza was lost in a blissful daze as Ben's hands massaged her back. An occasional moan would slip from her due to the enjoyable sensations washing over her.

Ben, though was very nervous at first, began to calm down a bit. But, as his hands drew to Erza's lower back, he felt his breath hitch in his throat and his heart-rate increase. Thankfully, Ben snapped himself out of his trance before he could go any lower.

"Okay, finished." Ben pulled his hands away. "I'll be going now."

He turned away and headed toward the end of the pool, but was stopped when Erza grasped his left shoulder.

"Wait. I have to rub your back now." She declared.

Ben felt his jaw drop a little and his face grow hotter. "UH…n-no, no…that's okay." He stammered, pulling away from her. "Really"

Suddenly, Erza lunged at Ben again and wrapped her arms around his neck, which pushed her large bust up against his back. Ben yelped and blushed furiously when he felt her large mounds press up against him.

"E-E-Erza!" Ben spluttered. "W-what are you-?"

"You washed my back, now I have to wash yours." Erza stated firmly. "It wouldn't be fair if I didn't wash yours."

"Listen it's…"

"No arguments." She affirmed in a semi-scary tone.

Though Ben wasn't really scared of her, he knew that there was no way he could talk Erza out of what she already had her mind set out to do. He let out a collective sigh of defeat before giving in. "Okay…go ahead."

Erza smirked in victory. She applied the lotion in her hands and rubbed his shoulders, causing Ben to flinch nervously. The warrior girl took note of this and grinned. "Ben, you don't have to be so nervous around me. After all, we did switch bodies one time."

"Yeah, but I never tried anything!" Ben retorted frenetically.

"Relax, Ben." Erza advised with a smile. "There's nothing you need to be nervous about."

'_You're freaking naked, you're less than a few inches away from me, and you're massaging my back! There's plenty to be nervous about!' _Ben yelled inwardly.

Ben bit his bottom lip and could feel his heart beat through his chest as Erza's smooth hands gently rubbed his back. He hadn't felt like this in a long time and was unsure how much more he could take.

"I must admit Ben; your back is quite well-toned." She complimented.

Though he was flattered, it didn't make Ben any less nervous; in fact, her compliment only enhanced it. As Erza applied the creamy lotion onto his back, she saw something on Ben's left shoulder plate. It was a small scar, barely half an inch, and it was shaped very oddly. Erza cocked a brow, bemused.

"Uh, Ben…what is this scar on your back?" Erza asked. She focused her eyes on the little scar. "It has a very unusual shape."

'_It's actually shaped like New Jersey, not that you would know what that is though.' _Ben mused.

The Omnitrix wielder was silent as he rubbed his neck sheepishly. "I…uh…got that when I was five-years-old from a…peacock."

Erza noticed a certain emotion from Ben when he said the last word: fear. This surprised her. For the whole couple of months that she had gotten to know Ben, he didn't seem afraid of anything. However, there was one other thing that bewildered her.

"Peacock?" she repeated. "What's that?"

Ben shivered. "I…don't wanna talk about it."

Seeing Ben so scared made her wonder. _'These peacocks must be very dangerous and powerful monsters if they are capable of frightening someone like Ben.' _She deduced.

A minute of silence passed as Erza continued to rub the body lotion onto Ben's back. Titania wasn't fond of the silence right now. She wanted to speak to Ben some more.

"I still can't believe that your Upgrade form made the Armadura Fairy armor so powerful it destroyed Mount Infernus." Erza noted, trying to start a conversation.

Ben shrugged nonchalantly. "I'll admit I was a bit surprised too. But it's not the first time I've destroyed a mountain. Back in my world, there's a place called Mount Rushmore. It has the heads of four of country's most famous presidents carved on it. When I was ten, I sort of…wrecked it."

Her eyes widened in shock. "You destroyed a national monument?"

Ben glanced back and winked. "Twice"

Erza blinked. She then shook her head and smiled. "You're going to fit in quite well at Fairy Tail, Ben."

Another moment passed by before Erza finally finished rubbing the lotion on Ben's back. "There. All done," she announced.

"Uh…thanks. I gotta go now." Ben said, scooting back to the pool's rim.

But the teen hero was stopped when Erza grabbed him by his right arm, causing him to nervously tense up a bit.

"You're getting out already?" She asked, confused.

Suddenly, through the steamy mist, Erza spotted something under Ben's right pectoral. She narrowed her eyes on the spot to see it was a five-inch-long, reddish-purple scar that haphazardly stretched from under his right chest to his side.

She gasped lightly and her eyes widened. Ben looked back; thankfully, he couldn't see her breasts past the steam and hot water. That was a major relief for him. He didn't want things to be any more awkward than they already were. But, at this point, the teen hero certainly doubted it could get any worse.

When he noticed her sudden change of expression, he arched a brow.

"What? What is it?" Ben asked.

Erza didn't answer immediately as she continued to stare at the scar. Ben followed her gaze and gasped when he realized she was staring at "it". The Omnitrix bearer quickly turned around and made his way toward the pool's rim.

"Ben, wait! What happened? You can tell-"

"STOP!" Ben stated firmly, which startled Erza quite a bit. "Just…stop. I don't. Want to. Talk about it. Okay?"

He stood stationary for a few more seconds before he continued on his way. Erza lost sight of him in the steam cloud, though she did hear him get out of the spa, and then heard the doors open and slam shut behind him.

Erza sat in the hot spa waters, dumbfounded. Her expression then shifted to a thoughtful one as she tapped her chin. _'That scar…there's a deeper story behind it; undoubtedly an unpleasant one if it made Ben react the way he did.' _She paused as concern crossed her face. _'What happened to you, Ben?' _

…

Later, a fully clothed Ben found himself sitting on a wooden bench in the main lobby of the Peony Hot Springs. Erza, who was in her Heart Kreuz armor, was across the room at the main desk, paying the clerk. Ben had offered to pay instead but Erza had declined, saying it was her treat and thanks to their eighty percent discount it was very cheap anyways.

Ben sat on the bench and stared at the tiled floors in deep thought. He was beginning to feel bad about snapping at Erza earlier. When she had seen "it", she was just curious and concerned; however, Ben really didn't want to speak of "it" right now or any time in the future. Nevertheless, that still didn't mean Erza deserved to be snapped at. With that said, Ben decided that he would apologize as quickly as possible.

The Omnitrix bearer was brought out of his musings when two young women walked up to him. One was about five-foot-four with long blond hair that ended at her lower back like Lucy's. She had piercing crystal blue eyes and smooth, alabaster skin. She wore a blue denim mini-skirt and a white t-shirt that was struggling to hold her bust.

Her friend was roughly the same height. Her hair was dark brown and tied up in a ponytail, her skin was a light tan, and her eyes were emerald green. She wore brown cargo pants and a sleeveless white top that also barely contained her assets.

"Well hello, cutie." The blonde said coyly.

"What's a handsome devil like you doing sitting here all alone?" The brunette asked with a bashful smile.

Ben blinked twice, caught off guard by the sudden appearance of two beautiful women in front of him. It would appear that all the women in this world were all super-model caliber. He stood up from the bench and awkwardly replied, "Um…I'm just…waiting for a friend."

"Oh really," the blonde girl approached him with coy smile. "Well we could keep you company until then."

The brunette girl then noticed the white Fairy Tail mark on the left sleeve of his jacket. "Ooh, are you from Fairy Tail?"

"Yeah, why?" asked Ben.

The two girls both grinned. "We happen to have a thing for wizards." The blonde stated.

"Uh…" Ben was at a loss for words.

'_What is with these girls? Why are they acting this way?_' Ben thought, bemused.

Erza finished paying the counter clerk, who was a young, pink haired woman. She smiled brightly, "Hope you enjoyed everything, Miss Titania. And once again, thank you for saving our town."

Erza smiled. "You're very welcome, ma'am."

The pink haired clerk then looked past Erza and grinned. "Ooh…looks like that piece of eye candy there is getting some action." She commented.

Erza lifted a brow in confusion. She then glanced back to see Ben had two women getting real close to him, and they seemed to be ogling him. Erza's eyes narrowed in contempt at the scene.

The counter lady noticed Erza's sudden aggressive demeanor, and asked, "Um…Miss Titania, are you okay?"

Without warning, Erza's left hand clenched the granite countertop and caused it to crack; much to the clerk's shock. The redhead then ambled away with steam hissing from her ears, leaving the clerk dumbfounded.

Ben took a couple nervous steps back as the two women approached him with seducing smiles.

"Come on, handsome. You should come with us." The brunette offered.

"We'll show you a great time, Mister Fairy Tail wizard." The blonde added.

Suddenly, a certain scarlet haired mage stepped in-between Ben and the two girls.

"Hey! What do you think you're-?"

Whatever the blonde haired maiden was going to say stopped when Erza glared intensely at the duo with her arms crossed over her breastplate. The two ladies shivered in trepidation as Erza locked her glowing red eyes onto them, a scary aura emitting off of her.

"Is there a problem here?" Erza asked in a spine-chilling tone.

"N-NO MA'AM!" the duo cried simultaneously before they ran away in fear.

Ben arched a brow from the girls' sudden fear as they ran off. When Erza turned back to her partner, she dropped her scary expression.

"Hey Erza, what do you think that was about?" Ben wondered.

Erza closed her eyes and smiled. "Who knows." She then turned away. "Now, let's get back to the hotel so we can pack up our things."

Ben remembered what he was thinking about before those two girls came up to him, and realized now would be a good time to do it. "Um…Erza," he said.

She turned back to him. "Yes?" She inquired.

"I…just wanted to say I'm sorry for snapping at you back in the spa. That was totally uncalled for." Ben admitted.

Erza smiled warmly. "Ben, it's alright. I understand." She then looked away with a frown. "It's clear that that…injury is a touchy subject. Is it not?"

Ben nodded, and then rubbed his neck. "Yeah, it is. Listen, do you think we could keep this between us? I'm just not ready for anyone else to know about it."

Erza nodded in understanding. A thoughtful expression then appeared on her face. "If you ever want to talk about it, I'll listen."

Ben blinked from her unexpected request, and smiled appreciatively. "Thanks." He then looked away with a dejected frown and sighed. "But…I'm not ready."

For a moment, the redheaded warrior stared inquisitively at Ben. It was clear something had happened to him in the past, something dreadful. Erza could relate to his situation.

She shivered. Just the thought of that _place_ made her heart tighten. She shook her head from that painful memory and shifted her focus back to reality.

"C'mon, let's go. We have a long trip ahead of us." Erza insisted.

Ben nodded in agreement and followed his scarlet haired companion out of the spa.

…

It was mid-evening when Ben and Erza returned to the Infernus Palace to check out. The former had gone XLR8 to get all of their bags, which were mostly Erza's, into the magic-mobile. Once the luggage was packed, he earned another head slam into Erza's breastplate, causing his face to flush furiously. Ben then turned into Feedback to give the magic-mobile an extra boost once more and so Erza wouldn't have to expend her magic power.

A few hours later, around late-evening, they arrived back in Magnolia. When they returned the magic-mobile back to the rental shop, they made their way toward the Guild Hall. Erza pulled her wagon of suitcases behind her while Ben walked next to her. Both highly-adaptive fighters were anxious to get back to the Guild to check on their friends and acquire a certain frozen beverage they desired.

"Man. I could go for a few smoothies right now." Ben stated. "Hero work makes me thirsty."

Erza nodded. "I agree." Hearts then filled up her eyes. "Ooh, I wonder what flavors I'll get this time. Strawberry-lime? Strawberry-coconut? Strawberry-mango?"

Ben looked at his redheaded friend and grinned. He was happy that there was finally someone who shared his love for the most delicious beverage ever invented.

As they walked down the stone street that led straight to the incomplete Guild Hall, Erza looked at Ben with a warm smile. "Ben, I want to thank you."

Ben turned to her, slightly bemused. "Thank me? For what?"

"For accompanying me on the mission, and for…saving me." Erza answered. "I couldn't have accomplished that job without you."

The teen hero smiled. "Don't mention it. We're friends. It's what they do for each other."

The two smiled at each other for a moment, and then looked away with a tint of pink on their cheeks.

As the duo neared the construction site, Ben could hear a faint noise coming from somewhere. "Hey Erza, do you hear that?"

Erza stopped and listened. She too could hear the odd noise, and it seemed to be growing louder by the second. "Yes. What is that?" She asked.

Another second later, the noise became a panicked yell as Gray fell from the sky and crashed into them. The duo grunted painfully as they laid face-down on the ground with Gray lying on their backs, who was only dressed in a pair of black boxers.

A short moment later, Gray was thrown off by Erza. She stood up and glowered at the ice wizard. "WHAT DO YOU THINK YOU'RE DOING?!" She demanded angrily.

Gray yelped in fear as he crawled away. "H-hey! Wait a second! Don't get mad at me!"

"Ugh," Ben rubbed his aching head as he picked himself up. "Let me guess, Natsu did it."

"NO!" Gray shouted. He then pointed toward the construction site. "SHE DID!"

The shape-shifter and re-quip mage turned to the bar area and bore witness to a surprising sight. Cana was throwing cards at Natsu, which exploded on contact. The pink haired wizard was narrowly eluding the cards by jumping from table-to-table, but Cana's cards were catching up to him.

"YOU TWO IDIOTS HAVE GONE TOO FAR THIS TIME!" Cana yelled, enraged.

"Whoa," Ben breathed, shocked by the sheer rage etched into her face. "What's with Cana?"

"Um," Gray looked away and rubbed his neck sheepishly. "When Natsu and I were fighting I…may have accidentally frozen all the alcohol."

Erza closed her eyes to process this information. "Hmph. That would explain it."

"Yeah," Ben agreed, "no wonder she's on the warpath."

Suddenly, a loud conflagration caught their attention. They turned back to the site to see Natsu get blown back into a stone wall, which instantly collapsed on top of him. Cana stomped over toward the fallen rubble, snarling.

"We need to calm her down," Ben advised, "before she wrecks anything else."

Erza and Gray both nodded in agreement. As they ran toward the construction site, without glancing back, Erza ordered, "Gray, put your clothes on now."

The ice-make wizard had a clueless expression until he noticed he was in his underwear. "CRAP!" he panicked.

As the trio approached the angry brunette, Erza calmly ordered, "Cana, calm yourself and put the cards away."

"CALM MYSELF?!" Cana roared. "How do I calm myself?" She turned her lethal gaze on Gray, who stepped away in fear. "YOU! What you did was unforgivable!"

"You really stepped in it now." Ben whispered to the onyx haired teen. Gray could only shiver from the death glare Cana was giving him.

"Cana," Erza continued, "I know Gray and Natsu must've caused a lot of trouble while I was absent, and I'll be sure to punish them accordingly. But you need to calm down now. We can't afford any more damages to the Guild Hall."

"Heck, Gray and Natsu were fighting every five minutes while you and Ben were away, Erza." Wakaba mentioned. He was smoking on his pipe, sitting at a table at the far end of the bar area.

Gray turned to him indignantly. "You bastard!" He shouted. "SHUT UP!"

Cana listened to Erza's words attentively and began to feel her anger simmer away slightly. She slumped her shoulder sand sat down at a bench with a gloomy expression. "Fine," She said, "but all the booze is frozen. What will I do?" A few tears fell from her eyes.

"Way to go, Gray! You made her cry!" Lucy yelled from a bar stool.

"That's Gray for yah." Happy deadpanned.

"CANA!" The ice mage waved his hands frantically at the crying brunette. "I-I'm sorry. I didn't mean to! Besides, it's not like it won't thaw out."

Suddenly, a few chunks of broken wall were moved aside as Natsu emerged from the debris. His body was shrouded in orange flames as he waved his arms around in an angry manner.

"Now you're in for it, Cana!" He leaped out of the rubble with his flaming fist cocked back. "YOU'RE GOING DOWN!"

Without warning, Erza swiftly pulled back her fist and punched Natsu in the torso. The Dragon Slayer stopped in midair and collapsed to the ground with a pained countenance written on his face.

Erza sighed, exasperated. "You've done enough, Natsu."

"Whoa," Macao commented, "that didn't take long."

Ben turned toward the bar area and could see six wooden barrels covered in ice behind the counter. He knew Cana was the Guild's heaviest drinker so he could imagine having her brew frozen solid was hard for her. It'd be like someone freezing all of Ben's smoothies into solid ice…with no way of drinking them.

The teen hero shivered. He didn't want to even ponder on such a thought. Realizing what Cana must be going through, Ben decided to help out.

"Okay, okay," Ben held up his hands. "Everyone calm down, I'll take care of this."

Everyone present in the Guild Hall turned to Ben with interest, wondering what he planned to do. Ben walked toward the frozen barrels behind the bar while activating the Omnitrix. Once he found the alien he wanted, he tapped the icon and slammed down the dial. In the wake of the green light was a humanoid comprised of fire and magma.

"This is a perfect job for **Heatblast**." The Pyronite stated.

Natsu grunted painfully as he lifted his face off the ground. When his vision refocused, he could see Heatblast standing close to Cana's frozen beer barrels. It didn't take long for the Dragon Slayer to make the connection and figure out what Ben was doing.

"HEY! What's the deal? I can melt it for yah." Natsu shouted heatedly.

Heatblast turned back to him. "After getting to know you for the past couple months, Natsu, I've decided that you can't be trusted around anything that's combustible. Besides, I have something you don't: self-control."

Gray nodded and crossed his arms over his chest. "Well said."

"Gray, your clothes." Cana murmured, annoyed.

"DAMMIT!" Gray panicked. "WHEN DID THIS HAPPEN?!"

Meanwhile, behind an incomplete section of wall, the Gray Stalker was staring at her beloved with hearts in her eyes. "Oh my darling, Gray, I wish you'd strip for me and me only." Juvia fantasized.

Heatblast stared at the frozen barrels. He held out his right hand and concentrated on raising the heat on the six objects. Suddenly, the ice began to melt away as trails of steam wafted away. In less than a minute, the ice was removed and the beer in the barrels was melted back into liquid. Heatblast dusted his hands off and tapped the Omnitrix dial. In a flash of green, he changed back to Ben and smirked at his work.

"There. Nothing to it," he remarked.

Cana's eyes widened and her mouth gaped a little when she saw that her precious booze was unfrozen. Suddenly, she ran over to Ben and unexpectedly wrapped him up in a big hug.

"Oh thank you, Ben!" Cana said happily. "You're a life saver."

The beautiful brunette then planted a kiss on Ben's left cheek, which caused the Omnitrix bearer to blush profoundly. The other Fairy Tail wizards watched the scene in slight awe and shock.

"Wow!" Jet said. "Did she just kiss him?"

"She sure did. I've never seen Cana do that before." Droy added, dumbfounded.

"First Evergreen, then Erza, and now Cana? Man, Ben sure has become a ladies man around here." Wakaba commented.

"I'll say." Macao agreed. "And it looks like he's barely trying too."

Erza's left eye twitched and a faint trail of steam hissed from her ears from seeing Cana kiss Ben; however, the armored wizard failed to acknowledge it.

Natsu groaned as he got up from the ground. When he saw that the frozen beer barrels had been thawed out, he crossed his arms over his chest and huffed irately. "I could've done that."

Lucy, who was still by the bar, had heard Natsu and retorted, "Yeah, and blown up what's left of the Guild Hall while you're at it!"

"Ben! Erza!" The attention of the present mages and superhero was captured by Master Makarov, who was standing on the bar countertop. "Could I have a word with you two?"

Erza felt the slight aggression that she didn't acknowledge fade away. "Of course, master."

A crimson faced Ben pulled away from Cana's clutches and approached Makarov. The dwarf-sized wizard stared keenly at the duo standing before him. This made Ben feel a bit unsettled.

"I just received a letter from the mayor of Peony. He wanted to say thank you to the Guild for what you two did." Makarov informed.

Ben and Erza both smiled proudly.

"Well, that was cool of him." Ben said.

"He really didn't need to thank us again though." Erza added. "We already have the town's gratitude."

"However," Makarov continued, "that letter spoke of something else I wanted to speak to you about." He was silent for a moment until he yelled, "HOW IN THE BLAZES DID YOU TWO MANAGE TO DESTROY AN ENTIRE VOLCANO!?"

The Omnitrix bearer and armor-shifting wizard both jumped back in surprise. The sudden outburst had also gained the attention of all the present Fairy Tail mages.

"Wait! They destroyed a what?" Natsu said, shocked.

Ben let out a collective sigh and looked straight at Makarov. "Okay, it happened like this…"

…

Forty-five minutes later, Ben and Erza had taken turns explaining everything that happened earlier that day; everything from the volcano demons, the special mineral, John Magtartus and his evil schemes, and finally…Lavazilla. The latter one really opened the eyes of the Fairy Tail wizards.

"You two faced down a giant lava-lizard?!" Lucy shrieked fearfully.

"AH MAN!" Natsu complained. "Now I really I wished I could've gone! That would've been a lot more exciting than taking on those stupid bandits at Fort Term."

Lucy sweat dropped. "You really have a twisted definition for 'fun'."

Ben and Erza concluded their explanation when the former told them about his transformation, Upgrade, and how he had used him to merge with Erza's Armadura Fairy armor and enhance its power tenfold. Upgrade had made Erza's armor so powerful that it not only defeated Lavazilla, but destroyed the volcano in the process.

The eyes of the Fairy Tail wizards had widened while their jaws hung from their faces. Needless to say, everyone was astonished by what Ben and Erza gone through on their mission.

Makarov recovered from his astonishment quickly and turned back to the duo. "Sounds like you two had a very interesting day."

'_You have no idea.' _Ben thought, recalling the awkward incident in the spa with Erza.

Later, Ben was sitting at a bench with Natsu, Gray, Elfman, and Happy. He was describing to them in detail about the fights he had with the lava-demons, the lava-snake, and then Lavazilla. The four listened attentively and Natsu looked ready to burst from his seat in excitement.

Meanwhile, Erza, Lucy, and Cana were sitting at the bar while Mirajane stood behind the counter in front of them. The former was sucking down a strawberry-banana smoothie at a steady pace.

"I can't believe that you almost died today, Erza." Lucy said worriedly.

After taking a quick sip of the delightful substance she now craved, Erza replied, "Yes. If it weren't for Ben turning into Upgrade and merging with me, I would surely be dead."

Cana took a swig from her beer mug before looking back at Erza with a mischievous grin. "So Erza, how'd it feel having Ben all over your body like that?"

Erza, who didn't seem to catch onto what Cana was implying, looked back with a smile. "I won't lie, it felt strange at first but…after I got used to it, it felt…amazing. I should definitely have Ben merge with my other armors sometime soon."

Cana smirked. "What's next? The Seduction Armor?"

Erza, Lucy, and Mirajane blushed from that thought; the former more so than the others. They shook off that thought and returned to their conversation.

"Well," Lucy said, "aside from almost getting killed by hordes of volcano demons and demolishing a volcano, it sounds like your mission went off without a hitch."

Erza finished taking a sip of her smoothie, and replied, "Well…not quite."

The three girls turned to Erza in interest as she explained, "Before we left for Peony, we had a little incident with the magic-mobile."

"Really? What kind of incident?" Mira asked.

"Well, I was explaining to Ben how the S.E. Plug worked and he wanted to try it for himself, but since he has no magic energy within him nothing happened. He removed the coupling but it fell onto his Omnitrix. This caused the magic-mobile to blast forward through Magnolia at speeds I've never seen before."

Cana blinked as she recalled something. "Wait a second, when I was in town yesterday I saw some green blur with a dust trail behind it go past me. That was you two?"

Erza nodded. "We finally managed to remove the gauntlet from his Omnitrix, but we were moving so fast that the sudden cut off of power made the magic-mobile almost stop instantly, throwing us both forward out of our seats. Ben actually grabbed hold of me so he'd take the impact of the fall..."

She stopped there, not wanting to mention the accidental kiss between her and Ben. That memory still made Erza's face heat up every time she thought about it.

Cana closed her eyes and laughed a little. "You're the one wearing armor and he protected you."

"Aw! That was so sweet of him." Mirajane said brightly.

Erza closed her eyes and disputed, "No. It was merely a reflex, nothing more."

"Ah, come on Erza, I think he'd do it again." Lucy teased.

"Yeah," Cana joined in, "I'd bet you'd enjoy it too."

"Oh you two would make such a cute couple." Mirajane beamed.

Suddenly, Erza's eyes widened as the memory of the kiss played back in her mind again. "No we wouldn't!" She snapped angrily. "The kiss was an accident!"

Mira, Cana, and Lucy were taken back by Erza's sudden outburst; however, they then realized what she had just said.

"Wait…what was an accident?" Lucy asked.

When Erza realized what she had blurted out, her angry expression instantly became an embarrassed one. She looked away as her face flared up a bright crimson. "Nothing" She muttered.

Cana leaned closer. "Your face is turning as red as your hair."

Erza looked down. "You're just imagining things."

Mirajane leaned forward on the counter. "Come on Erza, tell us what happened." She urged gently. "We're your friends, you can tell us."

The redheaded warrior fell silent for a moment, contemplating on what she should do. Finally, she gave in and answered, "When were thrown through the air and Ben grabbed onto me, we landed in a meadow. When I woke up, I was on top of him and..." She paused, causing the three girls to lean in closer. Cana even took a swig of her beer as they waited for Erza to continue. "…our lips were touching."

The reactions between the trio were mixed. Lucy went wide-eyed and gasped as she covered her mouth. Cana actually spit out her beer in shock and went on a coughing fit. Mira, however, was beaming brightly.

"Oh that's amazing!" Mira squealed excitedly.

"Keep your voice down!" Erza scolded, looking back and making sure nobody was listening. Thankfully for her, most of the Guild had gone home for the night. The only ones present were Ben, Natsu, Gray, Happy and Elfman and they were out of earshot, sitting on a bench and talking animatedly.

"He held you in his arms to protect you!" Mira gushed. "That's so romantic!"

Erza ground her teeth together as she blushed profoundly.

Lucy snapped out of her shock while Cana was coughing up the last bit of alcohol in her throat. "So, what did Ben say about the kiss?" The blonde mage inquired.

Erza closed her eyes, and replied, "Ben was unconscious when it happened."

Mirajane leaned forward. "He doesn't know?" She said, surprised.

Erza merely nodded.

"Are…you gonna tell him?" Cana asked.

The scarlet haired beauty didn't respond as she turned away, the blush on her face intensifying.

"Erza, you should tell him. This is a serious matter after all." Mirajane recommended.

"No it's not." Erza rebuked. "The kiss was an accident, nothing more."

Cana smirked slyly. "For something that meant nothing, it sure has you blushing a lot."

Erza failed to acknowledge the intense blush on her cheeks, but she couldn't deny that her face felt hot. Maybe it was just the summertime heat?

The warrior girl sighed. "I hope you three understand that I need you to keep this to yourselves."

The trio nodded, but then noticed multiple white flashes above them. They looked up to see over a dozen magical swords hovering several inches above their heads, causing them to nervously sweat drop.

Erza stood up from her seat and smiled. "Thank you. I'm glad to know I can count on you."

In a flash, the swords disappeared from existence.

"Lucy, let's join up with the others over there." Erza suggested, pointing at the gathered group of boys.

Lucy got up and nervously followed her redheaded teammate. "Ah, that was a little extreme. Don't yah think?"

Erza looked back and blinked. "I suppose you're right. One sword each would've been enough."

…

**A/N: Okay, done! My first mini-arc in this story is finally completed. I knew this would be a mega-chapter, but I had no idea I'd break my promise and word count record yet again. Nevertheless, I'm sure you good people love it when I break those promises. LOL! **

**Alright, sorry if the spa scene was too awkward for some of you. However, I honestly couldn't resist doing it. Don't worry. Stuff at that level of awkwardness won't happen too often in the future. That's not to say it won't ever happen again; it just won't for a while. Perhaps when Ben and Erza are finally a couple? But that wouldn't be awkward, would it? It'd be normal. **

**Okay, I've got three things I need to say. First, I want suggestions from all of you on a possible name for Ben's dragon form. I'll be taking suggestions up until July 5, which I hope is the latest date I put up the next chapter. By that time, the poll will be up. **

**Second, that special mineral that John Magtartus used has the ability to absorb magic from anything around it. Wizards who touch it without iron gloves or are even near it will have their magic energy quickly drained out of them. The reason Erza's armors didn't protect her is because her armor isn't 100% iron and there was plenty of revealed skin. But, if one with incredible magic power can channel their energy into the crystals, they can overload it and be granted the full storage of magic power inside. This was how John gained enough magical energy to create Lavazilla. **

**Lastly, I would like to extend a big thank you to **_**Star Saber21**_**. He was a great help in creating the hilarity and some of the dialogue in this original chapter. Once again, thanks! **

**Next chapter: ****Settling in; Ben's New Home**** – this will be a short one-shot of Ben settling into his new house. It will be about 5000-6000 words, perhaps shorter. **

**Chapter after that: ****Tower of Heaven: Part I**** – the real action picks up again! **

**Please leave any comments, suggestions, and critiques in the review box. I'm anxious to hear them. Oh, flames will be frozen by Ultimate Articguana. Till next time…**


	18. Settling In: Ben's New Home

**A/N: I wanted to say I'm ecstatic by how popular this story has become. I got nearly sixty reviews on the last chapter alone. That truly is something to be proud of. Thank you, my loyal sla –uh, I mean readers. **

**Note: a line of dialogue in this chapter was taken from the movie, ****_Big Stan_****. **

**Hope you enjoy this newest addition of Ultimate Fairy! **

...

**Ultimate Fairy**

**Chapter 18: Settling In; Ben's New Home**

…

On the day that followed after Ben and Erza's return from their S-Class mission, the Ultimate Team had set out on a house hunting trip for Ben. They had looked at all the available houses and apartments in town, but none of them really piqued Ben's interest. It was then that they decided to switch their attention to available houses outside of town.

At the end of the day, Ben had finally found the house he was looking for. It was a two story home, plus a basement, that resided on a rocky shoreline cliff that overlooked the large body of water that was Lake Sciliora. The house was built out of white stone brick and had dark green roofing and shutters. At the back of the house, on the second floor, was a balcony that provided a spectacular view of the lake.

The price of the house was a hefty two million Jewels, but Ben bought it anyways since he had plenty of money to spare after the Volk Springs job. In addition, he figured that if he was going to be in this crazy magical world for an unknown amount of time, he should live comfortably.

The day after, the Ultimate Team had set out for the shopping establishments across Magnolia to acquire food, more furniture, clothes, and other essentials for Ben. The trip had taken all day and Ben now had a lot of stuff to take back. Thankfully, Erza was kind enough to lend her wagon to pack all of his stuff in. When they got to Ben's house, Ben changed into Fasttrack and placed all his things where they were supposed to go in less than a minute; much to his team's surprise.

Three days after Ben and Erza's return, the former was settling in quite nicely in his shoreline house with a view.

At the present time, Erza, Gray, and Lucy were walking down a dirt path that cut through a forest that led to Ben's place. The team had decided to throw Ben a potluck party, where each guest would bring a random dish of either food or refreshments. Erza was carrying a pink box that had a bakery's logo on the top, Lucy was bringing a bag of chips and salsa, and Gray had a pack of sodas in his left hand.

Natsu and Happy, however, were nowhere to be found.

"I wonder where Natsu and Happy are." Lucy wondered.

"Who cares?" Gray said nonchalantly. "Any day I don't have to see flame-brain is a good day for me."

"Where are your clothes!?" Lucy yelled.

True enough, Gray had miraculously stripped down into his boxers in less than a second. His eyes bulged out as he danced around frantically. "CRAP!"

"I'm sure Natsu and Happy are at Ben's place." Erza inputted.

"I wonder if the idiot remembered to bring anything." Gray said. "It is a potluck after all."

"Knowing Natsu he probably ate it on the way there." Lucy noted. The blonde haired wizard then turned to Erza. "So, Erza what are you bringing?"

Erza smiled as she opened the lid. "It's a strawberry cheesecake with white chocolate icing over it." She replied cheerily.

"Wow! That looks good." Lucy said brightly.

But then, Gray and Lucy both noticed something peculiar about the desert. There was a triangle-shaped piece outlined with regular chocolate frosting.

"How come you have that piece marked with chocolate icing?" asked Gray.

"That's Ben's piece. Everything else is mine." Erza answered.

"Wait. You're not gonna let anyone else have a piece except for Ben?" Lucy inquired incredulously.

"Yes. This delicious substance is too good to share; however, I couldn't have accomplished that Volk Springs mission without Ben so I will reward him with a piece." Erza stated. She then looked at the duo with a scary expression. "Is there a problem with that?"

"NO MA'AM!" Gray and Lucy shouted frightfully.

Suddenly, their attention was caught by the loud boom of an explosion that shook the ground.

"What the hell was that?!" Gray yelled.

Erza looked forward and could see a black mushroom cloud billowing in the distance. Its point of origin appeared to be coming from…

The warrior gasped in apprehension. "That came from Ben's house! Let's move!"

Erza, Gray, and Lucy rushed down the narrow path until they arrived in a large, grassy clearing that was Ben's front yard. In the middle of the field was a newly formed shallow crater with a large smoke cloud rising into the sky. Orange fire burned around the crater's rim and licked away at the air.

Without warning, a small blue cat crashed at the trio's feet with slightly singed fur.

"Ugh," Happy moaned with swirling eyes. "That was a little much. Don't yah think, Natsu?"

The trio shifted their gaze back to the field and saw their pyromaniac teammate standing fifteen yards to the left of the billowing crater. The expression on his face could be summed up with one word: hungry.

"Is that all yah got, Ben?" Natsu challenged.

"Ben?" Erza said, wide-eyed.

All of a sudden, a seven-foot-tall, plant-man with a fiery head design stepped out from the smoky crater. The burns that Swampfire had suffered on his chest and torso instantly healed up.

Swampfire locked his emerald eyes on Natsu, and grinned confidently. "Hardly, dragon boy."

He slapped the Omnitrix on his chest and four clamps stuck out from the dial. In a flash of green, standing in Swampfire's place was a greyish-brown humanoid tree with three blue, gooey shells on its hunched back. His flame-patterned head was inside one of the frontward facing shells. The Fairy Tail mark was stamped on his left shoulder.

"In fact," Ultimate Swampfire ignited his wooden-like fists with cobalt fire, "I'm just getting warmed up."

"What are they doing?!" Lucy shrieked fearfully.

"Natsu must've really ticked Ben off for him to be doing this." Gray deduced.

Natsu clenched his fists and grinned hungrily. "Hit me with your best shot, tough guy!"

"With pleasure," Ultimate Swampfire sneered.

He extended his arms and fired an enormous blue blaze at Natsu; much to Erza, Gray, and Lucy's shock. The azure torrent forged a burning trench in the ground and instantly vaporized the grass and dirt in its path; however, Natsu stood calmly as the powerful inferno came at him.

Natsu tilted back his head and inhaled deeply, sucking the blue blaze right into his mouth. When the Dragon Slayer finished consuming the fire, he let out a satisfied burp before turning his gaze back to Ben.

"Well?" Ultimate Swampfire asked. "How was it?"

Natsu grinned brightly. "That was the best damn fire I've ever tasted."

"Really?" Ben said, "Even better than Heatblast and Beelzebash's?"

"Heatblast was good and all, I'll admit. And Beelzebash…" Natsu shivered in disgust. "…don't get me started on how nasty those flames tasted!"

"What is going on here?" Erza shouted.

The Dragon Slayer nearly jumped out of his skin when he heard Erza's voice. The duo turned their attention to Erza, Gray, and Lucy. Erza was at the head of the group and she had a fist clenched while her other arm held her cheesecake.

"I'll ask again, what is going on here?" She demanded with a serious expression.

"Yeah, why are you two fighting?" inquired Lucy.

"Let me guess, did Natsu burn something in your house, Ben?" Gray implied.

"Huh?" Ultimate Swampfire and Natsu said with question marks over their heads.

After Natsu had composed himself after his fright from Erza, he and Ben looked at each other in bemusement before turning back to the trio.

"Fighting? We weren't fighting." Ultimate Swampfire replied.

"Yeah," Natsu explained, "Ben and I got bored waiting for you guys to eventually show up so I suggested I'd try how the fire from all his fire-guys tasted to pass the time."

"Huh?" the group remarked, dumbfounded.

"W-wait," Lucy stuttered, "so…you weren't fighting? But…what happened to Happy?" She motioned at a lightly burned Happy, who was steadily getting back to his feet.

Natsu shrugged. "Little guy got too close when I used my Fire Dragon Roar earlier. Sorry buddy."

Gray cocked a brow, confused. "If you two weren't fighting then why were you breathing fire, hothead?"

Natsu glared back at his icy rival. "I WANTED TO SEE IF BEN'S FIRE-GUYS COULD BOOST MY ATTACKS! WHAT, YOU GOTTA PROBLEM WITH THAT, YAH ICY FREAK?!"

Gray got in Natsu's face, an icy-blue aura emanating off his body as he glowered back at his rival. "You better watch your mouth, yah scaly mouth breather!"

"Oh yeah?! Well what're yah gonna do about it, yah pervy flasher!" Natsu retorted angrily, the flames around him growing more intense.

Ultimate Swampfire sweat dropped. "Are those two seriously about to fight right now?"

"Aye," Happy responded, his dizziness having faded enough to allow coherent speech.

Before a fight could break out, Erza stepped between them and pushed the two apart. "ENOUGH!" She ordered sternly.

Natsu and Gray both jumped back in terror, the fiery and icy auras that had surrounded them swiftly vanished. "AYE!" they both cried frightfully.

"Man. All she had to do was say one word and they both backed down instantly." The ultimate Methanosian commented.

"That's the mighty Erza for yah." Happy chirped.

"Would you knock it off with that already?" Lucy exasperated. "It's really getting old."

Ultimate Swampfire tapped the Omnitrix dial and, in a green flash, changed back to Swampfire, and then back into Ben. Instead of his usual attire, he was wearing a green short-sleeved workout shirt, black athletic shorts, and his sneakers.

Erza sighed and closed her eyes while shaking her head. "If you wanted to pass the time you should do something more productive…like training."

Ben, Natsu, and Gray looked at each other and grinned excitedly. Lucy saw this and sweat dropped, realizing what was going to happen.

"Oh no," the blonde wizard muttered.

Ben smirked cheekily. "Well, now that you mention it, I could go for a few rounds."

"Wait! I have to try that fiery Big Chill's fire next." Natsu mentioned.

Ben knew Natsu was referring to Ultimate Big Chill. "Ugh," Ben sighed, "Natsu, Ultimate Big Chill doesn't breathe fire it's…"

"C'MON! STOP WASTING TIME AND TURN INTO HIM ALREADY!" Natsu shouted, a vein throbbing on his forehead.

The teen hero frowned at the pink haired mage. "Fine," He shrugged.

He activated the Omnitrix, scrolled through the playlist, and slapped down the dial. After the usual green flash, standing in Ben's place was a black and blue humanoid moth with its wings folded over his body, giving it the appearance of a sinister cloak. Without shouting his name, Big Chill slapped the Omnitrix dial again, causing four spikes to pop out and another emerald light to consume his body. The only noticeable change to Big Chill was that his body color had changed to an assortment of red, orange, and yellow to give him a fiery appearance.

"But you asked for it, Natsu." Ultimate Big Chill whispered eerily.

Ultimate Big Chill exhaled a fiery torrent at Salamander, who then reared back his head and inhaled it. All of a sudden, before Natsu could react, his entire body was encased within a large chunk of ice.

The hyper-evolved Necrofriggian groaned and shook his head. "I tried to warn him."

"He never learns." Erza remarked.

"I still don't get how fire freezes things." Lucy noted.

"Yah know," Gray smirked cockily, "I think he looks better that way."

Without glancing at him, Ultimate Big Chill asked annoyingly, "What happened to your clothes?"

Gray immediately freaked out when he realized he was in his boxers again. He quickly raced to pick his clothes off the ground and put them back on.

Suddenly, the ice around Natsu began to steadily crack away until finally the ice chunk shattered into tiny fragments. His body was shrouded in flames as he glared angrily at Ultimate Big Chill.

"YOUR STUPID FIRE IS NOT EVEN _REAL_ FIRE!" Natsu yelled.

Ultimate Big Chill groaned. "That's what I've been trying to tell you."

"That's it!" The flames around Natsu began to increase as he jumped at Ultimate Big Chill. "NOW IT'S TIME TO FIGHT! HRAAGH!"

Ben slapped the Omnitrix dial again. In another flash of emerald, standing in his place was a large, round alien with white skin and yellow plates on his back, arms, and head.

"**Cannonbolt" **Ben shouted.

Just as Natsu was about to punch him with his flaming fist, Cannonbolt wrapped Natsu up in a tight hug before he curled himself into a yellow plated ball. The sphere spun in place quite rapidly, forging a smooth crater beneath himself.

A few seconds later, Cannonbolt uncurled into his humanoid form and dropped a thoroughly dizzy Natsu onto the ground. His face was green while his eyes were swirling madly.

"Here's an important rule of combat, Natsu," Ben chastised, "never charge in head first, brain last. I used to do that in my early days, and always had to have my butt saved because of it."

"Hmm…yeah that sounds like Natsu's style." Gray commented.

"Ah, I can't believe Natsu fell for the same thing twice." Happy remarked.

"I can." Lucy retorted.

"Natsu, you should listen to the advice that Ben gives you." Erza advised. "He's been in enough battles to know what he's talking about."

"Aye," Natsu moaned sickly.

Lucy, Happy, and Gray both blinked, surprised that Erza was praising Ben by telling Natsu to listen to him. They hadn't expected that at all. It made them wonder what else could've happened between Ben and Erza on their Volk Springs trip.

Gray shook off his surprise as an idea came to mind. He placed his sodas in Lucy's free arm. "Hold this, Lucy."

"Wait, what?!" Lucy inquired.

"So," Gray ignored her as he turned his gaze to Cannonbolt, and smirked. "Natsu and Erza both got to fight yah Ben, and they both lost." The ice mage got in a stance and summoned a magic circle in front of him. "Wanna see how yah do against me?"

Lucy sweat dropped. "You're about to fight Ben too!?"

Cannonbolt grinned and slapped the Omnitrix dial again. In another green flash, standing in his place was a combination of a rooster and a hawk. It had sharp claws on its toes and talons on its hands, as well as two larger talons protruding from his forearms. It had a short beak, brown feathers across its body, and a white Mohawk. It wore a green mask, a green belt with a white stripe, black underwear, and a green strap vest with the Omnitrix symbol on the vest hooker.

"Sure, I'll fight yah, but yah better be ready, cause I'm about to kick your teeth in." Kickin' Hawk grinned.

"Big talk coming from an overgrown turkey," Gray retorted, an icy aura casting off his form. **"Ice Make: Lance!" **

A barrage of icy lances fired from Gray's magic seal and straight toward Kickin' Hawk, but the highly agile alien swiftly crouched low and leaped over the attack.

"I'm not a turkey, I'm a hawk. A **Kickin' Hawk**." Ben retorted as he landed back on the ground.

"**Ice Make: Arrows!" **A giant icy crossbow appeared in Gray's arms. He held it out and fired a bombardment of ice arrows at Kickin' Hawk, but he swiftly jumped over the incoming projectiles.

Lucy squealed lightly and took a couple tentative steps back until she was by Erza's side. "Uh…Erza, don't yah think you ought to stop them?" she suggested.

"Hmph," Erza smirked as she crossed her arms over her breastplate. "I think it's best if Gray learns his lesson the hard way."

Kickin' Hawk landed in front of Gray and delivered a wicked kick to his chest, which sent him careening back a few meters till he crashed into the ground.

"I saw that attack coming from a mile away." the Omnitrix bearer stated.

Gray groaned as he got back to his feet, clutching his aching torso. He had to admit, the kick from this form definitely packed a punch.

"The key to victory is to know your opponent, Gray." Kickin' Hawk said, "If he's good in close quarters than you must fight him at a distance; if he's good at a distance than you must fight him in close quarters."

"Yeah…then what do you do if your opponent's good at close quarters and at a distance?" he asked.

Kickin' Hawk crouched low and jumped into the air, landing right in front of a surprised Gray. Without warning, his right leg shot up, grabbed Gray's head with the talons on his foot, and lifted him up. He then stomped the ice wizard's head into the ground, much to Lucy, Erza, and Happy's shock.

"Then you're up to your eyeballs in three month old kitty litter with your mouth wide open." Kickin' Hawk replied.

"That didn't take long at all." Lucy muttered.

"Aye," Happy agreed. "Gray got his head buried in the ground in less than a few seconds."

"Like I said," Erza said, "he needed to learn his lesson the hard way."

With a surge of strength, Gray finally pulled his head out of the ground. After getting the dirt off his face, the ice mage stared coldly at Kickin' Hawk. "Okay, no more messing around." He got in another stance and summoned a magic seal. "I'm freezing this bird!"

"Good," Kickin' Hawk spread his feet in a battle ready position. "You're angry. Let's see how you channel that anger."

Erza saw that the fight was about to get a little more intense; needless to say, the warrior girl definitely wanted in. She handed her bakery box over to Lucy, who now had her arms full of food.

"Hold this, Lucy." Erza ordered.

"Are you kidding?! Since when am I the pack mule?" the blonde mage shouted.

"If you two are going to fight…" Erza said as she ignored Lucy's rant. Golden-white light enveloped her body and when it died away, she was attired in her Black Wing Armor. "…then I want in on it too."

Kickin' Hawk smirked. "I'm game. Are you Gray?"

Gray smiled. "Damn straight I am. I'm gonna enjoy wiping the floor with you two."

"Big talk, Gray" Erza smiled slyly. "Let's see if you can back it up."

For a moment, the three stared at the other, waiting for one to engage first. Then, the trio let out battle yells as they charged at one another simultaneously. Gray called upon an Ice Hammer; Erza reared back her silver sword, while Kickin' Hawk was prepared to kick someone's lights out.

A small shockwave was created when the three forces collided. Lucy and Happy stood by and watched. The former's jaw was dangling off her face in shock while the latter was flying at head level, bursting with excitement.

"Wow!" Happy remarked as Kickin' Hawk jumped up and performed an axe kick on Gray, sending him crashing into the ground again. "This is awesome!"

"This is insane!" Lucy shouted. "Those three could tear this whole cliff apart!"

Happy turned to the blonde wizard. "Aren't you gonna train too, Lucy?"

Lucy chuckled nervously, and then set the potluck dishes in her arm on the ground. "Well, I think it'd be best for me to stand back and provide support with my overwhelming beauty." She got in a sexy pose as if she were shooting to be a supermodel.

"Oh boy," Happy sighed, "looks like she's gone delirious."

Lucy gnashed her teeth and glared daggers at the blue, flying cat. "OH YEAH!" She grabbed Happy by his knapsack and threw him into the battle. "Let's see you train with them!"

Happy cried out as he went hurdling toward the intense three-way fight.

Meanwhile, Natsu had finally gotten over his motion sickness and jumped back to his feet. He ignited his fists with flames, and was itching for payback. "OKAY! LET'S FIGH-"

Suddenly, Happy smacked into Natsu's head really hard. Both the Dragon Slayer and azure cat fell to the ground with bumps on their head and swirls in their eyes.

Lucy saw this and blinked. She then composed herself and smiled proudly. "And that's two knocked out with a single blow."

…

Half an hour later, Ben, Erza and Gray finished their training. The latter had received quite a butt whooping from the former two, though he did manage to sneak a few hits on his opponents. After he slammed into the ground again courtesy of a kick from Kickin' Hawk, that left the shape-shifter and armor-clad mage to duke it out.

Kickin' Hawk and Erza gave each other a good fight but were both stuck in a deadlock. As a result of their spar, a few craters were scattered across the grassy field. To prevent any more damage to Ben's new cliff-side property, they decided to call it a draw.

After the spar, Natsu and Happy had finally regained consciousness and the former was not too happy about missing the training session. Ben, Natsu, Gray and Happy were walking up the path to Ben's house. Gray had recovered quickly and there were only a few scrapes on his body from the sparring session.

"C'MON MAN! THAT'S SO UNFAIR! I WAS OUT COLD THE WHOLE TIME YOU GUYS WERE FIGHTING?!" Natsu bellowed angrily. "I WANNA A REMATCH RIGHT NOW!"

Happy sweat dropped. "You still want to fight him after getting beat so many times?"

Ben and Gray both groaned, miffed. "Maybe some other time, Natsu" the former said. "I need to cool down for a while."

"Well, I don't need to. I'm already cool." Gray remarked.

Ben smirked in response. "Cold puns, huh? Not bad."

Meanwhile, Erza and Lucy were walking ten feet behind the guys.

"Erza, don't yah think you, Ben, and Gray may have overdone it with the training?" Lucy asked, pointing toward the multiple holes and upturned dirt in the field.

"Actually," said Erza, "that was only a light spar. We were just having fun is…all…"

The Fairy Queen trailed off from her sentence when her brown eyes locked on Ben's backside. His tight, green short-sleeved shirt disclosed his broad shoulders and well-toned back. When her eyes traveled lower, she felt her face become hotter. Ben's attire was certainly showing off his firm, well-muscled body.

"Wait! Seriously? That was a light spar?!" Lucy shrieked.

The blonde mage then took notice that Erza wasn't listening and was gazing forward with a blush on her cheeks. Lucy looked to where her redheaded friend was staring. In front of them, the guys were talking animatedly. Natsu was on the left shouting, indignantly demanding a rematch while Happy was flying next to him, trying to tell him it was a bad idea. Ben was in the middle and talking with Gray on his right; both were simply ignoring their pyromaniac companion.

Lucy glanced to where Erza's eyes appeared to be honed in on, and lightly gasped. The Celestial wizard then grinned slyly. She was definitely going to have some fun with this.

"Ooh, I see what you're doing, Erza. You enjoying the view there?" Lucy teased.

Erza instantly snapped out of her daze. "W-w-what?! N-No! I wasn't staring at Ben!"

Lucy smirked. "I never said you were, Erza."

The blonde wizard smiled and inwardly giggled. _'Oh wow! I never thought that teasing someone like Erza with this kinda stuff would be so much fun!' _

Erza's blush deepened as she turned away with her eyes closed. "I-I…" She stammered. Erza then reopened her eyes and turned to Lucy, a dangerous aura that promised pain was emanating off her. "You will keep this to yourself. Am I clear?"

Lucy squealed fearfully. "YES MA'AM!"

'_It's not so fun anymore!' _Lucy cried inwardly.

The guys heard Lucy's squeal and glanced back. The quartet was confused as to why Lucy was paler and Erza had a scary air wafting off of her.

"What's with them?" Ben asked.

Gray shrugged. "Who knows."

"Yeah, I'll never understand girls." Natsu said.

"Aye, sir" Happy agreed. "You sure won't."

…

Later, Ben was standing in his living room with a befuddled and flustered expression as Natsu, Gray, Erza and Happy rummaged through everything on the first floor of his house.

In the living room were two couches, a coffee table, a bookshelf, and a couple tables on either side of the couches; both had lacrima lamps on them. On the right side of the room was the kitchen that came with a stove/oven, refrigerator, a variety of appliances, a pantry, a big table with six chairs and a bar counter with three bar stools. There were a few windows that gave a good view of the cliff and ocean and a glass door that opened to the patio outside.

The nearby hallway consisted of a corridor with three rooms, a door to the basement, and a flight of stairs that led to the second floor. One room contained a guest room, the other was a bathroom, and the last had a washing machine and dryer; much to Ben's surprise since he hadn't thought that this low-tech world, at least compared to his original world that had interstellar travel among other things, had washers and dryers.

As soon as the team came in and laid their dishes on the table in Ben's kitchen, they immediately began going through his things; such as and not limited to, opening drawers, going through his laundry, and probing various items.

"So, Ben you got anything to eat in here?" Natsu asked excitedly as he opened up the fridge.

"Man," Happy called from the laundry room, "you sure got a ton of dirty clothes in here, Ben."

"Ugh," Gray groaned as he lay down on the couch behind Ben, wearing nothing but his onyx boxers. "I'm gonna lay down for a bit. Wake me later, 'kay?"

Ben blinked in disbelief. "Don't you guys understand the meaning of _personal space_?!" He nearly yelled.

Lucy, who was sitting on a couch in a polite manner, sighed in exasperation. "Welcome to my world."

The Celestial wizard had summoned Plue earlier and he was now sitting on her lap with the goofiest smile on his face.

The shape-shifter turned to her, cocking a brow in bemusement. "I came to this world at least a couple months ago, Lucy. That welcome's a little late, don't yah think?"

After that statement, Ben noticed something off: there was one person missing. He could see Natsu devouring the food in his fridge, Gray napping on his couch, and he knew Happy was going through his laundry. Lucy was, of course, in the room with him. That left only…

Ben turned to Lucy. "Where's Erza?"

"I think she went into the hallway when you weren't looking." Lucy answered.

The Omnitrix bearer walked into the hallway and glanced into the laundry room; much to his annoyance, Happy was rummaging through all his unwashed clothes.

"Seriously? What is with you guys?" Ben muttered irately.

Ben opened the doors to the basement and guest room, but both rooms were empty. The door to the bathroom was wide open and was vacant as well. That left only one place Erza could've gone. He ran up the stairs to the second floor hallway, which had three rooms. One was the master bedroom, the other was a second guest room, and the final one was simply a large storage room.

The shape-shifting hero didn't need to search the three rooms; he already had a good guess regarding her whereabouts. Ben opened the door to the master bedroom that had a queen-sized bed with two bed tables on the left and right side, two chests of drawers, a coat rack that his green hero jacket currently occupied, a walk-in closet, and a bathroom with a shower and tub. On the other end of the room was a long window that stretched down the wall and a door that opened to the wide balcony outside; both provided a spectacular view of the lake.

Ben's guess was proven correct as Erza was standing by one of the chests of drawers, delving through his clothes.

"I must say, Ben," Erza said, "You have quite a nice room. The view from here is just beautiful."

"Erza!" Ben yelled, agitated. "What do you think you're doing?!"

"Hmph," Erza seemingly ignored Ben's question as she looked through the drawers of clothing. "You sure have a thing for t-shirts and jeans, Ben."

It was true. Most of Ben's clothes consisted of black t-shirts, blue jeans, and other casual wear; however, she did find a few nice polo shirts, brown slacks, dress shoes, and a dress jacket in his closet. Unbeknownst to her, Ben had gotten them just in case he needed to wear something nice in the future.

Ben groaned, frustrated. "It's my style, okay! Just like armor, skirts, and knee-length boots are your style. And why are you going through my clothes anyway?"

Suddenly, Erza pulled out a pair of gray boxers and held them in front of her, looking at them in an intrigued manner. Ben yelped and felt his cheeks redden in embarrassment.

"I didn't know you were a boxer kind of guy." Erza said with a hearty blush.

Ben ran over and snatched the underwear from her. He closed his eyes and yelled, "You weren't supposed to know that!"

When he opened his green eyes, Erza had disappeared from her previous spot. He frantically looked around the room, but his redheaded friend was nowhere to be seen.

"W-what the? What?! Where'd she go!?" Ben then slumped his shoulders in frustration, a trail of steam hissing from his head.

Without warning, a high-pitched squeal rang through the house. Ben swiftly ran out of the room, down the stairs, and back to the first floor. He saw the others gathered in the kitchen and ran in there with them.

"What? What is it?" Ben asked.

Erza was standing by the counter, staring at a familiar white cube-shaped contraption that had a clear see-through tank on top and a nozzle poking out from the front, serving as a drink dispenser.

"You have your own smoothie-maker in your kitchen?" Erza squealed with hearts in her eyes.

Lucy raised an eyebrow. "Wait! That's why you squealed?!"

Ben calmed down a bit, and explained, "Of course. I can't head to the Guild Hall all the time if I want a smoothie, now can I?"

Erza then noticed a dozen small cups to the right, each of them were filled with a different flavor of smoothie. She picked up one of the small glasses, which had a bit of condensation on it. Erza lifted the cup to her lips and tasted the bluish-purple substance within it.

Once again, Erza squealed happily. "That flavor – it's good! I've never tried that before."

Ben grinned. "That's blueberry-banana. I made that smoothie-maker the night I moved into the house and I've been creating all kinds of new smoothie flavors since."

Gray cocked a brow and crossed his arms over his naked chest. "Yeah? Why's that?"

Ben turned away, a serious expression crossing over his face. A moment of silence passed before Ben finally spoke up.

"Why? Hmph…when I got sent into this world of magic and realized there were no smoothies… that was something I could not allow. Back home, there is a chain of stores called, Mr. Smoothy's. They sold many different kinds of smoothies. Heck, there were twenty-two in my hometown alone." He paused for dramatic effect, and continued, "Now the task of bringing the many wonderful flavors of smoothies to the people of this world falls on me, and I swear, as the universe's greatest superhero, I will not fail!"

Lucy, Natsu, Gray, and Happy stared at Ben blankly, dumbfounded by Ben's love and conviction in a frozen drink. Erza, however, broke out into applause and clapped her hands. She wore a cheerful smile, excited that more delightful tasting smoothies were on the way.

"Wonderful! Wonderful!" Erza applauded.

With those words, Erza Scarlet once again proved that she shared the same love for smoothies, just like Ben.

"Geez," Natsu muttered, "that was a mouthful."

"No kidding. Smoothies are good, but I can't believe someone would be this crazy over them." Gray added.

"Not just him," Lucy mentioned, "Erza too."

"Aye," Happy agreed. "Those two are weird."

Lucy sweat dropped, and remarked, "Like you have any room to talk, cat."

Erza overheard the other's prattling and glared at them. "Clap" she commanded.

The three wizards and flying cat screamed, and then quickly clapped their hands in applause. They smiled as fearful sweat drops went down their faces.

Before anything else could be said, there was a knock at the door.

"Huh? I wasn't expecting anyone else." Ben noted.

He walked to the front door and opened it. Needless to say, he was taken back to see Master Makarov, Mirajane, Elfman, Reedus, Macao, Wakaba, Cana, Levy, Jet, Droy, Bisca, and Alzack waiting outside his door.

"Nice place, Ben. Now, it's TIME TO PARTY!" Makarov shouted.

Without warning, Ben was too shocked to react as the group of Fairy Tail wizards blasted by him and stormed into his living room, and then dropped off their dishes and party favors in the kitchen.

"W-w-what…what are you guys doing here?" Ben stuttered, surprised.

"Oh, we invited a few people over." Natsu gave Ben his trademark toothy grin. "Hope that's okay with yah, man."

"How is this a few people?!" Ben demanded.

Ben looked forward, only to see that the group of unruly mages was rummaging through all his personal belongings just like Natsu, Gray, Erza, and Happy had.

"ARE YOU SERIOUS?!" Ben shouted. "Does anyone in Fairy Tail understand the term 'personal boundaries'!?"

Lucy sighed and sweat dropped. "I ask myself the same thing whenever you guys break into my house."

…

Later, after everyone had looked around at Ben's house, they began to help themselves to the various foods that had been brought over. Ben had tried a little bit of everything, but his favorite was the slice from that strawberry cheesecake Erza had given him. When he found out that she had reserved that piece for him and him only, while she ate the rest, he couldn't help but feel flattered.

Ben was currently sitting on the sofa, eating away at the cheesecake and talking with Team Shadow Gear, Macao, Wakaba, and Cana about his and Erza's battle with John Magtartus's lava-demons and Lavazilla. Needless to say, the group of mages was fascinated by what the shape-shifter and armor mage had gone through.

"And then, Erza reared back her giant, green sword and slashed it across that giant lizard's torso." Ben said excitedly. "All the energy that it had gathered created an explosion that blasted it out of the volcano…"

"…and destroyed it and the volcano itself." Cana finished with a smirk.

"Wow. That's just incredible." Macao commented.

"Yeah," Wakaba agreed, "I've never heard of someone destroying an entire mountain or volcano with a single blow."

"Though Natsu, Gray, and Erza did take out a couple mountaintops when they were fighting that demon flute, Lullaby," Levy mentioned. "At least that's what it said in the news articles."

Meanwhile, in the kitchen, Natsu was devouring a giant, grilled chicken leg while Happy sat on the counter by him and nibbled on a fish he had brought over.

Lucy walked by and sweat dropped as Natsu stuffed his face with the cooked poultry. She then frowned in annoyance. "Yah know the point of a potluck is that you're supposed to bring some food too, not just eat everything everyone else brought." She reprimanded.

"We did!" Natsu retorted with a full mouth. He then swallowed and continued, "We bought a pie and brought it over."

Lucy blinked, surprised. "Oh. Where is it then?"

"Natsu ate in on the way over here." Happy replied.

'_Wow…' _Lucy thought. _'I hit the nail on the head earlier.' _

"What's with you? Do you have a bottomless pit for a stomach?!" Lucy shouted.

Back in the living room, Reedus walked up to the couch Ben was sitting on with four framed pictures stacked in his arms.

"Hey Reedus," Ben eyed the frames curiously. "What are those?"

"I painted these for you as a housewarming gift." Reedus replied.

Ben's eyes widened slightly. Did Reedus really go to the trouble of making four paintings for him? He knew that the round man specialized in a magic called Picto Magic, which allowed a wizard to bring their drawings to life. The superhero had also heard from his teammates that Reedus also enjoyed painting portraits of the various members of Fairy Tail.

"Really? You…didn't have to do that." Ben said.

Reedus smiled as he laid the four frames on his coffee table. "Well, I wanted to; besides, I think you'll really like them."

Ben and the other wizards gathered around the table, looking down at the paintings.

The pictures were snapshots of his four victories against Natsu. The first one was a painting of Cannonbolt standing over a motion-sick Natsu. The second was Grey Matter standing on Natsu's shoulder, performing the Hephestan Neuro Grip on him. The third was Gravattack rolled up in his planetoid form with Natsu being spun at insane speeds around him. And the fourth and final one was Nanomech standing on top of the unconscious Dragon Slayer with his arms held high in victory. The frames for the amazing paintings had intricate carvings on them and two were gold-colored while the other two were silver-colored. The Cannonbolt and Gravattack pieces were framed in silver while the Grey Matter and Nanomech ones were in gold.

"I call this series, the _Dragon Conqueror_." Reedus said proudly.

Ben stared in amazement at the color and detail of the paintings. Reedus sure had put a lot of work into them. "Whoa! These are awesome. Thanks Reedus."

"Oui," the rotund man nodded.

"I gotta admit Reedus, those are good paintings." Macao complimented.

"Yeah," Wakaba agreed, "but how did you paint them so fast?"

Reedus shrugged. "I just remembered those particular moments in the fight and put them on canvas."

Erza stood at Ben's right, smiling in approval at the portraits. "These paintings are very good, Reedus." Erza praised. "It wouldn't hurt for Ben to have some art in his house."

"Oui," Reedus nodded in agreement.

Erza wandered around the room and examined the walls, tapping her chin in thought. Lucy noticed this, and asked, "Hey Erza, what are you doing?"

"I'm trying to figure out the best place for Ben to hang his paintings." Erza explained as she walked past her to the other side of the room.

Gray had overheard Erza and cocked a brow, confused. "What? Why would you care where he hangs them up?"

Without turning away from the wall, Erza answered with a smile, "Because this job requires a woman's touch, Ben is incapable of determining the appropriate place to hang them; which means it's up to me."

Happy placed a paw over his mouth to stifle his laughter. When he gained control, he removed his paw and grinned mischievously at the redheaded warrior. "Wow Erza….you sound like you're Ben's housewife."

Erza gasped lightly as a blush appeared on her face. The armor-clad mage turned and shot the blue cat a scary, fierce glare. In response, Happy cried out in terror and flew to hide behind Lucy.

"It was Lucy!" He cried desperately. "She told me to say it!"

"YOU LITTLE LIAR!" Lucy screeched.

Gray looked at the paintings again and smirked cockily. "You did good, Reedus. These paintings are great."

Natsu crossed his arms over his chest and huffed irately. "Whatever," he mumbled.

Ben then noticed something about the frames. "Hey Reedus, why are two frames gold and the other two silver?"

"The ones in gold represent that you beat Natsu with one hit while the silver represents you beat him with his motion sickness." Reedus elucidated.

"Oh, I see." Ben nodded.

Gray's eyes narrowed at the paintings as he scrutinized the paintings. His eyes widened when he realized something; this something caused the ice mage to bust out into a fit of laughter, confusing the other wizards.

Natsu heard his rival's laughter and angrily demanded, "What's so funny?!"

"The forms that Ben defeated you with one hit are Ben's smallest forms!" Gray choked out, pointing toward the gold framed paintings of Grey Matter and Nanomech.

Everyone looked closer and realized that Gray was right. The group began to laugh hard, even Erza smiled and giggled in amusement. Natsu, meanwhile, was growling in fury.

He glared angrily at Gray as intense flames ignited around his body. "The only reason he beat me then was because I wasn't ready! If I were to fight him now I'd totally win!" He stated.

Gray scoffed as a blue, icy mist cast off his form. He got in Natsu's face, scowling. "Yeah right, don't make me laugh even more, pyro! He beat your sorry ass four times in a row and you know it!"

"I know one thing; I can totally whip the floor with you right now, yah icy pervert!" Natsu retorted.

"YOU WANNA GO, PINKY?!" Gray roared.

A dust cloud formed around Natsu and Gray as they fought. Gray sent a powerful punch into Natsu's chest, which sent him careening back into Macao's back. The beer mug Macao had been chugging flew out of his hand and spilled all over Wakaba's face. Wakaba thought that Macao did it on purpose, which led to a fight between them.

"What do you spoiled brats think you're doing?!" Elfman demanded. "You can't fight in another man's house without his permission. Be _real_ men and take it outside!"

Natsu and Gray ceased their fighting and glared angrily at the white haired man. "OKAY!" They shouted together and both delivered two wicked punches into Elfman's face, sending him crashing straight through the wall.

Instantaneously, a classic brawl normally seen in the Guild Hall erupted in Ben's living room. The only ones who weren't in the fight were Ben, Makarov, Mirajane, Cana, Lucy, Levy, and Erza. Ben spat out his smoothie in shock as the wizards began to tear up his new house.

"STOP TRASHING THE PLACE!" Ben yelled, panicked.

Makarov sat on Ben's kitchen counter and was watching with a beer mug in hand. "Ha! Welcome to my world, Ben." He said, chugging down the brew.

Erza had just finished finding a good place for the _Dragon Conqueror_ series when the fight broke out. She crossed her arms over her breastplate as she felt a vein on her temple throb in anger.

"You fools," she said agitatedly, "this was supposed to be a housewarming party, not a place where you can all gather and fight! I believe it's time for me to teach you all a lesson!"

Erza charged in and delivered a swift kick into Natsu and Gray, sending them crashing through the wall and creating another large hole in it. She jumped through the hole in hot pursuit of her newest victims.

Ben, meanwhile, stood stationary with his jaw hanging low from his face. "I know she's just trying to help, but her methods are a bit…uh…" He trailed off, still in shock.

"Counter-productive?" Lucy suggested.

"Yeah," Ben nodded. "That."

"That's Erza for yah." Happy chimed.

Mirajane smiled at the brawl. "It feels just like the Guild Hall here, doesn't it?"

Cana sat at Ben's kitchen table, chugging down a mug of beer that she had brought over. "At this rate you're not gonna have much of a living room left."

"No kidding," Ben retorted, just as he sidestepped a piece of thrown furniture that was hurled right at him. He then clenched his fists as his demeanor grew serious. "Okay, I've had enough of this."

'_Hmm…I could go Rath, but…I don't want to inflict any more damage than there already is. So…I'll need to wrap this up quickly.' _Ben thought.

He stepped forward and activated the Omnitrix. Once he found the alien he wanted and the black faceplate slid back, he slammed down the dial.

When the emerald light died away, standing in Ben's place was a mechanical humanoid in a green outfit, with the exception of its head and shoulders being a bluish-purple color. It had four fingers and wore white gloves. It had silver nozzles on its shoulders and head. The white and green belt it wore had a mirror, revealing the green gases inside the being. The Omnitrix symbol was positioned on a type of gas mask in front of its mouth while the Fairy Tail mark was stamped in black on its bluish-purple left shoulder.

"**Gutrot!" **Ben shouted in a gruff voice.

All the Fairy Tail members present in the room stopped and blinked at the peculiar-looking transformation. It certainly did have a strange appearance; however, the same could be said for all of Ben's forms. They were all wondering, what was this form's power?

"Whoa," Lucy slightly gaped, "I've never seen this one before."

"So, what can this one do?" Droy asked the question on the group's mind.

Though they couldn't see his mouth, they could tell that Gutrot was smirking from the look in his green eyes. "Oh, this guy's power is gonna knock you out." He then extended his arms out and sprayed a deep emerald gas from the nozzles on his arms.

"Hey! What do you think you're-?"

Jet's sentence fell short as he felt his eyelids grew heavy and a wave of dizziness wash over him. A couple seconds later, he, Droy, Macao, Wakaba, Reedus, and Alzack and Bisca fell to the carpet floor unconscious. In less than a couple seconds, the brawl was over.

"Whoa," Lucy gawked. "What'd you do to them?"

Gutrot placed his hands on his hips and explained, "I expelled a small concentration of Fluoromethyl-hexafluoro-isopropyl-ether, also called sevoflurane, which can quickly cause anyone who inhales it to become temporarily unconscious."

The conscious Fairy Tail mages blinked, obviously confused.

Gutrot caught on, and asked, "You have no idea what I just said, did you?"

They shook their heads simultaneously. "Nope. Not a word." Happy answered.

Gutrot groaned and simplified his explanation. "In basic terms, I blasted them with knockout gas."

"Oh," Lucy said.

"Why didn't you just say that to begin with?" Happy inquired.

Gutrot groaned in annoyance.

"Hmm…" Makarov tapped his chin in thought. "Knockout gas, huh? That's something we could definitely use next time a pointless fight breaks out at the Guild Hall."

Lucy sweat dropped. "Aren't all the fights that happen at the Guild pointless?"

Before anyone else could comment, Erza walked through a broken hole in the wall while dragging Natsu and Gray behind her. She was clutching onto Natsu's vest with her right hand and clutching Gray's buttoned up shirt with her left. The Dragon Slayer and Ice Make wizard were both knocked out, the duo possessing red bumps on their heads and swirls in their eyes.

"I swear you two can be such nuisances." Erza remarked with closed eyes. "I'm sorry about the damage Ben. Perhaps I can…"

When Erza opened her eyes, she stopped midsentence when she noticed Ben's new form and a group of unconscious mages lying on the floor.

She blinked, and then turned her gaze back to Ben and the conscious wizards. "Did I miss something?"

…

It didn't take but thirty minutes before Gutrot's knockout gas began to wear off and the affected mages started regaining consciousness. During that time, Ben had transformed into Clockwork to reverse the damage done to his living room. After that, everyone but the Ultimate Team began to depart.

Makarov was sitting on Ben's kitchen counter, drinking the last of the booze in his mug. The teen hero walked by him, intending to get a smoothie.

"It's gonna be like this every time they come over, right?" Ben asked Makarov.

Makarov nodded. "Yes, I'm afraid so; however, there is some good news."

After making himself a smoothie, Ben turned to the Fairy Tail master with a cocked brow. "Really? How?"

Makarov grinned giddily. "It'll spare the Guild Hall from so much damage because from now on they'll be fighting over here."

Ben frowned. "Thanks. I feel so much better."

Later, after everyone but the Ultimate Team had left, Ben and Erza were now sitting on a couch while Natsu, Lucy, Happy and Gray sat on the second couch across from them. Ben took a sip from his frozen beverage as he narrowed his eyes at a certain Dragon Slayer and Ice Make wizard.

"Did you two dunderheads really have to start a fight in my new house?" demanded Ben.

"GRAY STARTED IT!" Natsu exclaimed.

"YEAH RIGHT!" Gray disputed angrily. "That's a lie and you know it, dragon breath!"

"WHAT'D YOU SAY!?" yelled Natsu.

Lucy, who was sitting in the middle of the quarrel, sighed in exasperation. "Can't you two go five minutes without picking a fight with each other?"

"ENOUGH!" Erza commanded, immediately causing Natsu and Gray to flinch. "You're both at fault here. You two will be punished when we leave."

Natsu and Gray began to tremble in fear after that statement. "No, please. WE'RE SORRY!" They whimpered in unison.

Ben sighed and shook his head. "There's no need for that, Erza. I'll let this slide just this once." He turned back to the pink haired and raven haired wizards with a serious look. "But…if you wreck something in my house again, you are not gonna enjoy what I do to you."

Natsu shook away his fear and stared at Ben, determined. "Bring it on! I can handle anything you throw at me, Ben!"

Ben smirked. "Oh really?" He then tapped the Omnitrix faceplate and began scrolling through the various head icons on the holo-wheel. "Let's see…I could go Cannonbolt…or perhaps Gravattack…or maybe I should try Gutrot since Dragon Slayers have a sensitive nose."

Just the names of those three aliens caused Natsu to become queasy and his face to turn green. "Okay…never mind." He moaned.

Ben deactivated the Omnitrix and crossed his arms over his chest. "That's what I thought."

"Hmph," Erza closed her eyes as she said, "you two should be grateful that Ben is showing you mercy. I, however, wouldn't have had any to give to you."

"That's scary." Lucy noted.

"That's Erza for yah." Happy chimed.

"So, Ben," Lucy attempted to change conversation topics, "other than one inconvenience, how'd you enjoy the party?"

Ben smiled. "Well, other than my house almost getting wrecked, I had fun. Although," the brunette haired teen looked between Erza, Natsu, Gray and Happy. "Did you four really have to go through all my stuff?"

"Hey," Happy said, "I just realized something…why didn't you use Rath in that fight earlier Ben?"

The teen hero sweat dropped. "Okay, that doesn't answer my question."

"Rath is your coolest form! He could've easily taken down everyone, including Erza." Happy continued.

"What did you say?" Erza growled.

"You only think Rath is cool because he's a cat, Happy." Lucy deadpanned.

Ben groaned. "If I had used Rath I would've no doubt caused more damage than there already was."

'_Wait…cat…?' _Lucy thought. Suddenly, the events of what happened after Ben and Erza left for Volk Springs played through her mind. _'Oh yeah. That's it! I don't think those two know yet.' _

"Okay, I'm gonna switch topics again." Lucy smiled. "You remember Loke, right Ben?"

Ben nodded. "Yeah, but I don't know him that well though."

"Well, you see, something sort of happened to him while you and Erza were away." Lucy said.

This caught the shape-shifter and armor-clad mage's attention. "What do you mean? Did something bad happen to him?" Erza inquired.

"Nope. Not quite," Lucy pulled out a golden key from the key ring on her belt. **"Open, Gate of the Lion: Loke!" **

Suddenly, after a flash of gold, Loke appeared in the living room right before them. His orange hair was even spikier, he wore a black jacket and pants, a white button-up shirt with a red tie, and a pair of shades.

Loke smirked as he pushed up his shades. "Hey there guys, happy to see me?"

Ben and Erza's eyes had widened as they stared, dumbfounded. It took a moment for Ben to finally regain the ability of speech. "L-Loke? You're…you're a…"

"Celestial Spirit," Loke chuckled, amused by Ben and Erza's expressions. "Yeah, I am. I'm Leo the Lion to be more precise."

'_Okay…I did NOT see that coming.' _Ben thought.

Happy flew up to Loke with stars in his eyes. "You're the coolest spirit ever!"

"I – I don't understand." Erza admitted. "What happened while Ben and I were gone?"

Lucy and Loke took turns explaining the latter's history. It turned out that Loke was really a Zodiac Spirit and had originally been contracted with Karen Lilica, a Celestial Wizard from the Blue Pegasus Guild three years ago. But after witnessing how abusive and cruel Karen was to Aries, Loke demanded that their contracts with her be terminated and he would stay in the Human World until she did so. However, by staying in Earthland, it prevented Karen from summoning any other Celestial Spirits, which made her incapable of taking jobs.

After three months, Loke grew accustomed to the Human World and had decided that Karen had been punished long enough. Unfortunately, out of desperation, Karen had taken a job and had gotten killed. For violating his contract with Karen and inadvertently causing her death, he was forbidden to return to the Spirit World.

Lucy went on to explain that after spending three years in the Human World, his magic power was rapidly draining away and he was on the forefront of disappearing into oblivion. However, Lucy refused to give up on Loke and had attempted to reopen his gate to the Spirit World. After that, the Celestial Spirit King had appeared before the duo.

The Spirit King explained that although Loke did not directly kill Karen, his actions indirectly caused her death. In an attempt to convince the Spirit King otherwise, Lucy summoned all of her current Gold and Silver Spirit Keys, stating that saving your friends was not a sin. The Celestial Spirit King, seeing Lucy's resolve to save her friend, allowed Loke to return to the Spirit World once he realized that Loke had only disobeyed Karen for the sake of Aries. In exchange, however, Loke must atone for his sins by serving and protecting Lucy.

After the lengthy explanation, Ben and Erza remained sitting on the couch. Needless to say, that was a lot of information to take in. It was hard to believe something like that happened while they were away. Ben couldn't help but feel for Loke and the guilt he was burdened with. He could definitely relate to what he had gone through.

Ben inwardly shook his head, pushing away those dreadful memories. _'Don't even think about it, Ben. It's in the past…but…why does it still hurt so much?' _He pondered.

"You know," Happy spoke up, "I just realized something. If me, Loke, and Rath could all team up…we'd make the Ultimate Cat Team!"

Happy's eyes sparkled when he had a vision of him flying between Loke and Rath, heading into combat.

Everyone else, however, groaned and sweat dropped at that thought.

"I wouldn't count on that happening, Happy." Lucy commented.

"Well, it was nice seeing you guys again, but I gotta go." Loke said. He then turned to Lucy and gave her a warm smile. "Like I said before, I look forward to being your most reliable Celestial Spirit, Lucy."

Lucy smiled back. "I do too."

"Ooh," Happy said mischievously, "They're in _loooove_."

"SHUT UP, YOU STUPID CAT!" Lucy screamed indignantly.

"Oh, I almost forgot." Loke reached into his coat pocket and pulled out six slips of paper. "For helping me, I wanted to give you these, Lucy."

Lucy took the slips and went wide-eyed when she discovered that they were six tickets to a popular beachside hotel and casino called the Akane Resort.

"Six tickets to a resort on the beach?" Lucy exclaimed, shocked. "Loke, you didn't have to do this."

Loke smiled. "I know. But I wanted to…after everything you did for me, it's the least I could do." Loke's body began to shine with gold light. "Well, you guys take care." The Zodiac Spirit then vanished into thin air, leaving the Ultimate Team alone in the room.

A short moment passed before Lucy said, "You know something...I was just thinking...if I was ever in his situation, and I had accidentally caused someone here to get hurt, or worse... I'd be just as torn up about it as he was. But I wouldn't hold on to the guilt... 'cause I know my friends would be there for me. If I ever needed to talk, there's always someone here at Fairy Tail. We're really lucky, you know?"

Natsu, Gray, Erza, and Happy all smiled and nodded in agreement. Ben, however, frowned slightly and looked to the floor with a downcast expression. A pain that he had sealed up a year ago was beginning to leak back out.

He shook his head. He didn't have time to dwell on that. What's done is done. He turned back to the group with a smile, though it was forced.

"So, Akane Resort, huh?" Natsu said. "When do we head out?"

"We'll leave first thing tomorrow." Erza answered with a bright smile. "It is getting late."

"Hey, Ben, are you coming?" Lucy asked. "We do have six tickets."

Ben mulled over her offer for a moment. It didn't take long for the teen hero to come to a decision. "Sure. Sounds like fun. Besides, after the whole Phantom Lord mess, the Omnitrix malfunction, and fighting hordes of volcano demons, I could use a little R and R."

"YEAH!" Natsu shouted, exuberantly. "We're going on vacation!"

"'Bout time" Gray remarked. He had subconsciously taken his shirt off in his excitement. "We've been in need of one for a while."

"I guess we should all start packing tonight." Lucy proposed.

Erza nodded. "Indeed we should." Without warning, the scarlet haired beauty grabbed Ben by his right arm. "C'mon Ben, let's get your things packed and then you can help me pack mine."

The Omnitrix bearer's eyes widened. "SAY WHAT?! Why do I-?"

Ben trailed off from his complaint when he saw the smile on Erza's face. It was the happiest, brightest smile he had ever seen on her in the two months he had known her, and it caused a warm feeling in the pit of his stomach to arise.

It was infectious and it soon had him smiling too. At that moment, Ben really began to notice Erza's extraordinary beauty, and it had him blushing a bit. He ceased his resistance and complaints and went along with what Erza wanted to do. Ben certainly didn't want that smile to go away; however, unbeknownst to him, the smile on Erza's face would soon vanish.

…

**A/N: Sorry for being late on this update. This chapter turned out being a bit longer than I originally anticipated, but I'm sure you fine readers are okay with that, right? I mean, it's just more to read. **

**Anyways, I have four things to announce. One, ****_TallGuy94_**** has generously made some awesome cover-art for the coming arcs for Ultimate Fairy. I will be uploading the Tower of Heaven cover to my cover-art for this story; however, there will be a link to where you can see it better on my profile page. **

**Two, the poll for Ben's dragon form is on my profile. Make sure to check it out and vote. The deadline for the poll will be July 14. That's plenty of time for you all the cast your votes. **

**Three, I'm looking for someone who can make a drawing of Erza's Upgraded Armadura Fairy armor; whether it's by hand or computer, preferably the latter one. If you have any questions, please PM me. **

**Four, I would like to extend a thank you to **_**Star Saber21**_** for his awesome input in bringing more hilarity to this story. Thanks again, bro! **

**Hopefully, I can have the next chapter out in the next week or two. **

**Next Chapter****: Tower of Heaven, Part I **

**Please leave any comments or critique in the review box. Note: flames will be frozen by Ultimate Big Chill and the person who caused the flames will be blasted with sulfur dioxide by Gutrot. Just warning yah… **

**Until next time…**


	19. Tower of Heaven Pt 1

**A/N: Thank you to all those who have favorite/followed this story. This undoubtedly is the best story I've ever done on FanFiction. I really appreciate the support from all of you. **

**I hope you all enjoyed my five original chapters. But now we have arrived to the Tower of Heaven arc! This is when the intense action and drama picks up. HOW EXCITING! **

**Keep in mind; I won't do every single scene from the canon, only the important ones that serve relevance to the story and the ones that Ben are in. **

**Alright, enough of my prattling and on with the show! **

…

**Ultimate Fairy **

**Chapter 19: Tower of Heaven **

**Part I **

…

Akane Resort was the most popular tourist spot in the Kingdom of Fiore. The large resort area consisted of a giant amusement park, a five-star hotel, and a huge white sandy beach adjacent to the sea. The hotel also housed a casino in its basement where visitors could enjoy themselves.

A couple days had passed since Loke gave the Ultimate Team their tickets to the luxurious resort, and so far the team was having a blast!

Currently, two surfboard-like wooden boats were racing across the waves of the blue, sparkling ocean. However, instead of engine power, the two watercrafts were being pulled by sea creatures connected to them via ropes and harnesses.

Lucy was standing up on her group's board, holding on tightly to the reins and laughing boisterously while doing so. Natsu and Happy, meanwhile, were at the back, clutching onto the board and the former looked like he was ready to puke at any moment. The creature pulling their boat was a bizarre, grey-skinned fish-like creature.

The Celestial Spirit wizard was wearing a white, two piece bikini with pink stars emblazoned on her bikini top. Natsu was sporting a pair of pink swim trunks and his scaly scarf was wrapped around his forehead like a headband.

"I…think…I'm gonna hurl." Natsu moaned sickly.

"I can't hold on much longer!" Happy cried.

Lucy glanced back, smiling. "This was your idea in the first place, Natsu. You two should try and have some fun like Ben, Gray, and Erza over there."

Thirty yards off to Lucy and Natsu's portside, Gray and Erza were skiing on an identical surfboard-like craft. They pulled ahead of Lucy and Natsu, surfing and bounding smoothly across the waves. Erza had put on a revealing two piece, black bikini while Gray wore a pair of icy blue swim trunks.

Erza was at the front of the wooden board and holding the reins, which were connected to a particularly odd creature.

It was a fish-like humanoid that had a black mermaid-like tail with green fins. Its forearms were black and had green fins sprouting out. It had greenish-white scales on its broad chest, torso, upper arms and head. Large, sharp teeth protruded out from its jaws and it had a phosphorescent lure sticking out from its skull. Strapped to its waist was a green and white belt with a green hourglass disk attached to it. The Fairy Tail guild mark was stamped in black on its left shoulder.

Erza and Gray were smiling and laughing madly as they raced across the seawater.

"What did Ben call this form again?" Gray inquired.

Without looking back, Erza answered, **"Ripjaws. **Not only does he have the ability to breathe in water, but Ben has told me that his jaws are powerful enough to rip through steel."

"Whoa," Gray gaped, "that's insane."

"Not as insane as this!" Ripjaws called out. "Hang on tight!"

With a surge of speed, Ripjaws raced toward a large, incoming wave. Once Ripjaws swum his way up to the wave's crest, all the speed and momentum he'd gathered caused him and the craft he was pulling to go flying high over the water.

Erza and Gray cried out in excitement when their board became airborne. A few seconds later, the trio smoothly landed back in the water with a splash.

"Righteous" Ripjaws commented.

The Piscciss Volann continued to pull forward so Erza and Gray wouldn't fall off the board. The re-quipping mage and ice wizard laughed elatedly as they sped swiftly across the sea.

Half an hour later, Ripjaws was beginning to feel a bit fatigued and pulled Erza and Gray back to shore whilst Lucy, Natsu and Happy continued to ski across the ocean waves. A number of beachgoers gasped in shock when they saw Ripjaws walk out of the water on two legs. They were even more dumbfounded when Ripjaws's body was suddenly enveloped in emerald light and transformed into a brown haired young man sporting a pair of black swim trunks and a tight, green sleeveless shirt.

Ben's swimming attire certainly showed off his well-muscled body, and it brought a hearty blush to Erza's face when she glanced at him. Ben also felt his own face heat up when he glanced over at Erza. Her black bikini didn't leave much to the imagination, and he was amazed by how sexy and well-developed her body really was. He inwardly shook his head from those thoughts, but his face flushed deeper regardless.

"Hey Ben, how come you're wearing that shirt?" Gray asked.

"Uh," Ben rubbed his neck sheepishly. "I just…feel more comfortable with it on."

Gray shrugged and accepted the answer. Erza, however, knew the truth as to why Ben didn't want to go shirtless. He didn't want anyone to see "it" on his chest. Erza knew that she needed to confront Ben about it in the future, but for now she would let it slide and bring it up another time.

The trio decided to play a game of volleyball next. After getting a ball and the net set up, Erza and Gray were together on one side while Ben was on the other.

"I dunno," Gray said, spinning the white ball on his right index finger. "This just doesn't seem fair with us going against just you."

Ben smirked smugly. "No need to worry." He activated the Omnitrix and began scrolling through his transformation playlist. "I've got something that can even the odds."

When he found the alien he wanted, he slapped down the dial. After an emerald flash, standing in Ben's place was a four-foot-tall humanoid with white skin and three green fins on its black head. It wore a green jumpsuit with black triangles on the shoulders and green in the center, giving it the appearance of a green hourglass symbol. It had three green gems on its black belt. The Omnitrix was positioned on its forehead while the Fairy Tail symbol was emblazoned in black on its left shoulder.

"**Ditto" **Ben shouted.

Erza and Gray both blinked in confusion at the small alien while a few passing beachgoers gawked at Ben's transformation. After a short moment, Erza crossed her arms over her breasts and smiled.

"I'll admit," Erza confessed, "this form is quite adorable."

"Hey!" Ditto said indignantly.

"How is this guy supposed to even the odds?" Gray asked.

"Like this," Ditto grinned.

Suddenly, Ditto's body shone with green light. Erza and Gray were in slight awe when a second Ditto split off from the original. After a couple more green flashes, there were now four Dittos spread out.

"He can clone himself?" Gray inquired. "I gotta admit that's impressive."

"Indeed it is." Erza smiled. "But still…just because he has quantity, doesn't mean he has quality." She tossed the ball in the air and served it when it came back down.

The original Ditto smirked when he saw the ball coming for him. He clenched his right fist and wrapped his left hand around it before serving the ball to another Ditto, who then hit the ball back over the net. Gray was quick to jump up and smack the ball back. A Ditto at the back dived into the sand to hit the ball back in the air, allowing another Ditto close by to serve it back to Erza and Gray.

Neither the re-quip mage nor ice mage were quick enough to get to the ball, which hit the ground despite their best efforts. The four Dittos grinned, realizing that they had scored the first point.

"As a matter of fact…" Ditto 1 said.

"…we have both quantity…" Ditto 3 said.

"…and quality." Ditto 2 finished.

Their volleyball game continued for another three minutes and both teams were tied at ten points. Gray yelled excitedly as he tossed the ball in the air and served it to the Dittos. The quartet looked up and realized the ball was too high in the air and would fly over them.

The Dittos looked at each other thoughtfully and nodded in agreement. They jumped on each other's shoulders to make a tower. The Ditto at the top was now high enough to smack the ball right back over the net. Erza dived for the ball and managed to prevent it from hitting the ground, letting Gray come over and hit the ball back across the net.

However, just as the Ditto at the top of the tower was preparing to hit it back, the one at the bottom felt his knees quake. He couldn't support all the weight bearing down on him.

"Uh oh," Ditto 1 remarked as he stumbled forward.

"HEY WATCH IT!" Ditto 2 shouted.

"YEAH, YOU'RE GONNA…" Ditto 4 trailed off.

"AHH!" The four Dittos yelped as they tumbled over and collapsed onto the volleyball net in a dusty heap.

The poles supporting the net had fallen and the net was sprawled across the sandy ground, ripped in a couple places.

"Oh yeah, you sure do have quality alright." Gray deadpanned.

The Dittos groaned as they returned to their feet. When they noticed that the volleyball net was thrashed, they looked at each other angrily.

"Now look what you did!" Ditto 4 pointed an accusing finger at Ditto 1.

"Hey, don't look at me! It was _his_ idea!" Ditto 1 shouted as he pointed to Ditto 3.

"WHA?!" Ditto 3 remarked, shocked.

Erza and Gray, meanwhile, watched the Dittos argue with each other. The argument eventually broke out into a brawl. A dust cloud formed around the four aliens as they punched and kicked at one another.

"OW!" one Ditto cried. "HEY! That was my foot!"

"That's my fin you're pulling!" Another Ditto shouted, irately.

Erza and Gray sweat dropped at the strange but amusing scene.

"Is Ben fighting himself?" Gray asked.

"It would appear so." Erza replied, resting her left hand on her hip.

The Fairy Queen sighed and shook her head. _'Though this is amusing, they really need to knock it off.' _She thought.

Erza turned her attention back to the quarreling Dittos. "Ben, you all need to calm down and change back already." She commanded.

The Dittos ceased their fighting and glared at one another, panting heavily with minor scrapes across their bodies.

"Yeah, yeah okay." Ditto 1 conceded.

"You all should be thanking her." Ditto 2 stated smugly. "She just saved you from a major butt-kicking, courtesy of me."

Ditto 3 huffed. "As if"

"Yeah, don't make us laugh." Ditto 4 scoffed.

Ditto 1 groaned. "Okay, that's enough." He reached up and tapped the Omnitrix symbol on his forehead.

In a flash of green, the three extra Dittos disappeared as the original transformed back to Ben. Ben glanced back at the ruined volleyball net and chuckled awkwardly. "Uh…hee-hee…sorry about that"

Later, after Lucy, Natsu and Happy returned from skiing, the Ultimate Team was now running along the white sandy beaches. Ben and Erza were at the head of the group, laughing excitedly as they ran ahead of the others. Years of playing soccer combined with training alongside Gwen and Kevin had boosted Ben's stamina and speed, which meant he was more than capable of keeping up with Erza and the others.

Ben looked over to the scarlet haired beauty running beside him. The bright smile that she wore made his face heat up and butterflies to flutter in his stomach. Erza's smile was truly something special in Ben's opinion.

After their jog across the beach, Natsu, Lucy, and Happy decided to bury Gray in the sand with only his head sticking out. They sculpted the sand in front of him to give him the body of a woman sunbathing, much to his chagrin. Erza was doing something similar to Ben close by, only she was giving him the body of a mermaid.

Ben tried to pull his arms out of the sand, but to no avail. "You know…" he spoke up, "maybe this wasn't such a good idea after all."

"Oh, don't be silly. I'm almost done with the breasts, so be still." Erza dismissed as she continued sculpting the breasts on Ben's mermaid body.

Later, the Ultimate Team had decided to go out swimming for a while. Erza had gotten a purple inflatable raft for her and Natsu to ride on while Lucy and Gray pushed; needless to say, the Dragon Slayer was less than thrilled about it. Ben, meanwhile, was planning to have his own fun.

He scrolled through the Omnitrix library, selected the icon he wanted, and slapped down the dial. In a flash of green, Ben had transformed into Ripjaws once again. A few tourists on the beach cried out from the shocking transformation, their jaws hanging freely from their skulls. Suddenly, as Ripjaws was about to dive deeper into the water, a blue blur zoomed at him and clutched onto his head.

"OH WOW!" Happy said exuberantly. "YOU'RE A GIANT FISH! You look so yummy!"

"Happy, I wouldn't." Erza warned as she got on her raft. "That's no ordinary fish."

"She's right." Ripjaws pulled Happy off of his face and showed the cat his mouth of sharp teeth. "Nothing's ordinary about jaws that can rip through steel."

Happy squealed in terror upon seeing Ripjaws's sharp teeth and flew away. He got behind Lucy and started to tremble in fear.

"I'm gonna have nightmares about fish for a week now." Happy murmured fearfully.

"Oh c'mon...he's not that scary." Lucy rebuked. The blonde mage glanced over to Ripjaws, only for him to look back and give her a savage-looking smile before diving into the water. Lucy flinched in trepidation as she began to shake. "Okay, maybe he's just a little scary!"

An hour later, after Ripjaws and the others had gotten a good swim in; they met back at the shore. Once he was over his motion sickness, Natsu decided to be mischievous and snatch Gray's swim trunks from him. This prompted the ice mage to grab Happy to conceal his private parts.

"GIMME BACK MY BATHING SUIT, NATSU!" Gray yelled.

"NO WAY, MAN!" Natsu laughed.

Happy cried out from being held so close to Gray's man parts.

"I don't think Happy likes being treated as a cover-up." Lucy mentioned.

Ben and Erza simply laughed at the hilarious scene taking place before them.

Meanwhile, a young lady with alabaster skin and short blue hair that was curled at the base was peeking out from behind a palm tree. Her clothing consisted of a dark blue bikini with purple circles emblazoned on it. Her outfit certainly showed off her voluptuous body. Hearts filled her eyes as she ogled Gray's almost naked form.

"Oh my darling, Gray," Juvia said lustfully, "what a hunk."

…

A few hours later, Erza was now on the balcony of her hotel room, which provided a marvelous view of the amusement rides and the sun setting over the sparkling ocean. Erza, still attired in her black bikini, was lying on a wooden lounge chair with her eyes closed and a peaceful expression on her face.

'_I really had a great time today.' _Erza thought happily. _'It was wonderful.' _

A moment passed and Erza drifted off to sleep. However, instead of sleeping peacefully, Erza experienced a nightmare; a nightmare which made her recall dreadful childhood memories that had transpired a decade ago.

Erza could still remember it all so vividly; being forced into slavery on an island along with hundreds of other innocent people, working all day, sleeping in a ragged cell, and always living in constant fear.

Suddenly, Erza's brown eyes abruptly opened as she awoke from her slumber. She sat up on her chair and panted lightly, a troubled expression on her face. After Erza caught her breath, she got up from the chair.

"Just a dream," Erza said to herself. "I must've fallen asleep without realizing it."

The scarlet haired woman gazed solemnly at the sun setting over the ocean's horizon in deep thought. A short moment later, Erza turned away and went back into her room. When she came across the big mirror mounted on the wall, she stopped and looked into it. Erza examined herself and smiled as she began to pose, satisfied with her body.

'_I do look nice.' _Erza said inwardly. _'Hmm…I wonder what Ben would say…' _The redheaded warrior then recalled the few instances on the beach where she saw Ben taking glances at her, and then turning away with a flushed face. Erza couldn't suppress her smile from those memories.

"What would I say?" A familiar voice said.

Erza turned around to the source of the voice that had interrupted her from her musings and lightly gasped. Standing in front of her was Ben, still wearing his black swim trunks and that tight, green sleeveless shirt. Erza blushed at the sight of his broad chest, firm stomach, well-toned arms, and his handsome face. The Fairy Queen had to concede, Ben certainly looked quite appealing.

"B-Ben?" Erza stammered in confusion, taking a step back. "W-w-what…how did you get in here?"

Ben stepped forward and placed a finger on her lips to silence her. He gazed at her with a sparkle in his emerald eyes and a warm, dazzling smile that made Erza's knees tremble.

"Does it matter?" Ben said softly. "You asked yourself what I would say about your body, didn't you?"

'_H-How…how did he know?' _

"Well…I'd say you're even more beautiful without your armor." Ben stated.

Erza felt her breath hitch while her eyes widened. She could feel her heart rate increase and her face heat up exponentially. What was happening to her? Erza had never felt like this before.

"B-B-Ben…I…" She stuttered.

All of a sudden, Ben swooped Erza off her feet and held her in his arms bridal style; much to her embarrassment. Ben carried Erza to her bed and gently laid her down on the plush mattress, crawling on top of her. She nearly moaned from the direct skin-to-skin contact of their bodies.

Erza felt her breathing increase and her heart pound through her chest. Her face turned several shades of scarlet from being in such close proximity to Ben. The brunette haired hero hovered over her and looked down at Erza with a gentle, caring look in his eyes. Erza stared up at those green eyes, locked in a trance.

'_His eyes…I've never noticed how…gorgeous they are.' _She thought idly.

"Words are too weak to describe how I feel about you, Erza." Ben proclaimed gently. "You're the most amazing woman I've ever met, and… I never want to leave your side."

Those words caused her blush to deepen and her heart to pound against her bosom more forcefully. She was so shocked and was incapable of speaking coherently.

"B-Ben…" Erza whispered, gazing at him with glossy brown eyes...

Ben looped his right arm around Erza's back and lifted her up slightly, and then leaned forward in an attempt to kiss her. Erza's eyes widened from this bold action and she felt her breathing hitch in her throat. She placed her hands on his shoulders and tried to push him away; however, she was putting very little strength into her arms. Why?

Erza looked up at Ben's handsome face and into his alluring emerald eyes. From that moment, she realized why she was fighting so little. She wanted this...badly.

Subconsciously, Erza tightened her hold on Ben's shoulders and unexpectedly pulled him closer to her. The pair paused when their foreheads and noses touched, gazing into each other's eyes. They were so close they could feel each other's hot breath. The shape-shifter and re-quipping mage simultaneously closed their eyes and titled their heads forward for a kiss.

Suddenly, just when their lips were millimeters away from touching, Erza's eyes snapped opened. Instead of lying on the bed, she was standing in front of her mirror. Erza was panting heavily and she had turned red from head-to-toe, feeling like she was on fire. She stared at her reflection with wide eyes and a slightly gaping mouth.

"W-w-what the hell just happened?" Erza said, shocked. "How could I allow myself to think of something so…so…scandalous?"

'_Why would I think of something like _that _with Ben?' _Erza wondered. _'Grr…this is just too frustrating!' _

Erza took a moment to steady her breathing and calm her nerves. When the scarlet haired warrior felt her heartbeat slow down to normal, she looked into the mirror at her bikini-clad form. Golden-white light consumed her body and when it disappeared, she was wearing her Heart Kreuz Armor.

She opened her eyes and stared at herself for a short moment. "I always feel at ease wearing armor; although, as a wardrobe choice, I guess it's not exactly feminine." She admitted.

Erza was brought out of her musings by a knock at her door.

"Erza? You decent?" Ben asked.

The Fairy Queen almost gasped upon hearing Ben's voice, the memory of that crazy daydream still fresh in her mind.

"Uh…y-yes, come in." Erza stuttered.

When the doors opened, Erza's eyes widened upon taking in Ben's appearance. He wore a pair of black dress shoes, brown slacks with a green belt, and a black polo shirt that was tucked in. The underside of his collar was green and emblazoned on his left breast was an emerald Fairy Tail mark with a white number ten stamped on top of it. His brown hair was combed up nicely as well.

Erza smiled. She was definitely impressed with Ben's formal attire. She especially liked the custom work he'd done with the Guild mark on his chest.

"What are you doing in here, Erza? Get out of the room and let's have some fun." Ben urged eagerly. "Natsu, Gray, and Lucy are downstairs. Let's go find 'em and play some games."

"That's right. There's a casino here. In that case…"

Suddenly, her form was engulfed in golden-white light. When the flash disappeared, Erza was now clad in a lovely purple dress with red roses all around it and white silk gloves that stretched to her upper arms. Her long scarlet hair was tied up in a big bun at the back of her head and a couple bangs hung freely from her temples.

Erza cocked her hip out and rest her left hand on it. "So, how do I look?" She asked teasingly.

Ben's jaw dropped and his eyes widened in awe. After standing like an idiot for a few seconds, Ben shook his head and tried to compose himself; which was far from easy.

"You…you look…amazing, Erza." Ben stammered, giving her a bashful smile.

Despite his stuttering, Erza could sense that he was speaking the truth and couldn't help but blush. "Thank you, Ben."

Erza took one last glance at herself in the mirror and smiled with her eyes half-opened. _'I suppose it's alright for me to enjoy myself every once in a while, isn't it?' _

As she approached Ben, the teen hero rubbed his neck sheepishly. "Man. Compared to you, I feel underdressed."

Erza chuckled and took Ben by surprise by hooking her left arm through his right arm, bringing a blush to his face. "Don't be ridiculous. You look quite handsome." She said sincerely.

Ben blinked, feeling his face grow hotter. He then smiled in appreciation and replied, "Thanks."

With that said Ben and Erza made their way out of the room and ambled down the corridor. As the duo walked down the hallway, Erza recalled something that the Ben in her daydream from earlier had said to her, and it had her wondering.

"Ben?"

Ben turned to Erza, and asked, "Yeah?"

"What do you…think about my armor?" Erza inquired.

The teen hero blinked, confused by that random question. However, he answered truthfully. "I think your armors are pretty awesome. It's really cool how you can re-quip into them with just a thought and that most of them have some type of special ability like my transformations do."

"Yes…but…my armors aren't exactly the most…feminine thing to wear." Erza disputed.

'_I wonder what made her think of this topic.' _thought the teen hero.

"Erza," said Ben, "in case you didn't know, most of your armor doesn't leave much to the imagination."

'_Especially that Seduction Armor,' _Ben mused.

Ben inwardly shook his head and came back to reality. "Besides, you shouldn't care if they're feminine or not. With or without armor, you're still Erza Scarlet: the strong, beautiful, determined woman that I've gotten the pleasure to know these past two months."

Erza stared at Ben for a moment with a shocked expression. She felt as if her heart had skipped a few beats from those words. Her eyes widened when she realized something else. _'Did Ben just call me beautiful?' _Erza said inwardly, stunned.

"You…really mean that?" asked Erza.

Ben shot her a confident smile. "Of course, I wouldn't have said it otherwise."

From that response, Erza's shock faded away into a warm smile, which made Ben's insides flutter; much to his confusion.

"Thank you, Ben." Erza responded.

Ben gulped nervously when he felt her tighten her arm around his and pull him a tad closer to her. "Um…no problem," He said. "I was just speaking the truth."

The duo continued down the long corridor toward the elevator at the end of the hall.

…

The casino facility in the hotel basement was quite spectacular. There were many different types of gaming machines, card tables, and even a roller coaster. A light fixture on the ceiling projected a multitude of various colored stars all around the spacious room, giving it a rather sparkly look.

Ben and Erza couldn't help but marvel at the casino. As they entered, the two could've been mistaken for a couple with Erza's arm locked around Ben's. Unbeknownst to them, a few male customers glared at Ben in obvious jealousy for him being so close to a beautiful woman. A few female customers were also envious of Erza for having her arm locked around one belonging to an attractive guy.

The Omnitrix bearer and re-quipping wizard came across Natsu at one of the gaming machines with Happy, both of them were begging for the number seventeen. They spotted Gray sitting by a card table across from where Natsu and Happy were playing their game.

As they were walking through the casino, Erza turned her gaze onto Ben's lips. As the redheaded wizard stared at them, she suddenly had another daydream of her locking her arms around Ben's neck and tongue kissing him right in the middle of the casino. As a result, Erza's face turned bright red as steam hissed from her ears.

'_What the hell, Scarlet?' _Erza shouted inwardly. _'Why the hell would I imagine something like that?! And how in the world do I know tongue kissing? I don't know anything about deep kissing a boy, or regular kissing for that matter!' _

Ben glanced over at Erza and took note of her crimson face and the faint trails of steam pouring from her ears. "Um…Erza, you okay there?" He asked, concerned.

Erza immediately snapped out of her thoughts and turned to Ben. "Of course," she chuckled nervously, "why wouldn't I be?"

"Well, your face was turning as red as your hair and…it looked like you had steam coming from your ears." Ben replied.

Erza chuckled again, tightening her hold on Ben's arm. "You were just imagining things. That's all, Ben."

Ben cocked a brow suspiciously. "Sure…whatever you say, Erza."

The duo walked to the other side of the casino where they found Lucy sitting at one of the card tables. Lucy smiled at them and waved them over to the two vacant seats on her right.

"Well, don't you two make a cute couple?" Lucy grinned slyly.

Erza swiftly unhooked her arm from Ben's as they both blushed lightly and stuttered incoherently. Lucy couldn't help but giggle at their awkwardness.

"Oh lighten up, I'm just teasing you two. Have a seat." She gestured to the two open stools. "With you two we should have enough to play now."

Erza smiled and nodded while Ben shrugged. He'd learned a little about playing cards from his Grandpa Max so he figured he'd give it a try; however, he wasn't quite sure if people played cards the same way here in this crazy magical world. Well, it looked like he was about to find out.

Ten minutes into the game and Erza was on a hot streak. Lucy was doing fairly well too. Ben, meanwhile, wasn't doing so good; mainly because he was still a bit bewildered by how this card game was played. But he was learning the mechanics as the game progressed.

Suddenly, the group was brought out of their game when they heard the sound of an explosion from across the room. Ben, Erza, and Lucy turned around, confused.

"What's all the commotion about?" Erza asked.

"It sounds like the parade is starting outside!" A man wearing the Akane Resort mascot suit exclaimed.

"Makes sense," Lucy replied.

"Yeah," Erza said.

"Hmm…still, it sounded like there was an explosion in this room." Ben noted.

Oddly, Ben felt a nagging sensation in his gut. During his stint as a superhero, he had only experienced this feeling when danger was approaching. For now though, Ben turned his attention back to the game; nonetheless, he would keep his guard up.

"OH LOOK!" Lucy said happily. "You totally got a straight!"

"Looks like today is my lucky day" Erza smiled proudly.

Ben took a glance at his cards and sweat dropped. There was no way in hell he could win with the set of cards he possessed. He chuckled lightly and rubbed his neck sheepishly, and commented, "Heh-heh…the same can't be said for me."

Meanwhile, a young man with tan skin and blond hair walked up behind the card table to the dealer. He wore the typical uniform all hotel employees were required to wear: black dress shoes, black pants, a white collared shirt, and a black button-up vest to go over it.

"Dealer change," The blonde haired man said.

The current dealer simply bowed and sauntered away.

"I have a feeling this hot streak is just getting started." Erza stated confidently.

Lucy winked playfully. "Oh yeah"

Ben hummed out loud as he eyed his cards. "If only I could find my hot streak." He grumbled.

The blonde haired dealer began to shuffle the cards from his right hand to his left. "In that case," he said as he smoothly slid five cards in front of Erza, "I have a special game for you folks tonight."

Erza paused as she looked at her cards, which had black letters imprinted on them. Together they spelled, DEATH. Erza lightly gasped as her eyes widened.

Ben glanced over at her cards and arched a brow in confusion. _'What the hell?' _Ben thought_. 'Is this some kind of joke?' _

"And while we're at it, why don't we raise the stakes a little higher, sister?" The dealer asked with an ominous grin.

Erza glanced up at him and almost felt her heart stop from shock. "It can't be…" Erza said in a trembling voice. "…Sho…is that you?"

"So you do remember me." The blonde haired dealer known as Sho, replied.

"You know him?" Lucy asked.

Erza didn't respond. Her brown eyes were wide open and her jaw was quivering. Ben was surprised and concerned by Erza's reaction. He had never seen her act like this.

"Y-You're…alive?" Erza stammered, shocked.

Sho leaned slightly forward with a dark smile. "Alive?"

"I…I…" Erza stuttered incoherently.

"Whoa. Erza…are you alright?" Ben inquired, worried.

He mentally slapped his forehead for asking that question. _'Of course she's not alright, stupid! But still…why is she acting like this? Who is this guy?' _

Without warning, the lights shut off and the casino was instantly shrouded in total darkness; much to everyone's confusion.

"Hey, what happened to the lights?" asked Lucy.

"That's what we'd all like to know." Ben deadpanned, looking around him for any source of light; however, he couldn't find any. There was nothing but pitch black darkness.

Suddenly, a loud gunshot rang through the casino, startling everyone present.

"What? A gunshot?" Lucy said, nervously.

"What's going on?" Erza inquired.

Just as quickly as the lights went off, they came back on; however, there was something amiss. Ben, Erza, and Lucy were the only ones standing by the card table or in the room, in fact. Everyone else had vanished.

"Where'd he go?" Erza asked.

"More importantly, where did everyone else go?" Ben added.

"I'm right here, sister."

The trio turned around to see Sho standing behind them and wearing a menacing smile. He held out his hands and let a multitude of cards fall freely to the floor, but they were not ordinary playing cards. Cries of fear and confusion were ringing out from them. When the three looked closely, astonished expressions took hold on their faces.

All the missing people in the room were trapped inside the cards!

"Oh no…" Erza murmured fearfully.

"He trapped them inside the cards?!" Lucy said, astounded.

Ben's eyes widened from shock. He had seen many strange, seemingly impossible things throughout his many adventures, but this…this was definitely up in the top five. "But…how?"

Sho held up the card that had the man dressed in the Akane Resort mascot costume trapped inside. _"HELP! PLEASE!" _He cried.

"Cool, huh?" Sho smirked.

"You can use magic?" Erza asked.

"That's right." He replied. "You're not the only one with powers anymore."

"But who taught you that?" demanded Erza.

Ben's brows furrowed as he took a step toward Sho. "You can ask him later, Erza." He stated, narrowing his eyes at the blonde haired young man. "Right now, you need to let those people go!"

"MEOW!"

All of a sudden, pink magical seals appeared under Ben and Lucy's feet and they were caught off guard when what appeared to be orange, furry ropes came out and wrapped around them. Ben's arms were pinned to his sides and his legs were tied together, causing him to lose his balance and fall to the floor. Lucy's arms were tied over her head in a rather uncomfortable positon. Both the superhero and Celestial wizard ground their teeth in pain as the ropes tightened around them.

"Let them go!" Erza shouted, wide-eyed.

Sitting on the table counter behind them was a curvaceous woman of average height, but what really made her stand out was her cat-like appearance. Her brown hair was stylized into cat ears at her crown and tied into two ponytails at the base. There were four red whisker-like tattoos on her face while her eyes, nose, and mouth were all cat-like. She wore a yellow jacket with white stripes and black trimming, a pink dress with a white bow tie, a choker with a bell on it, and white leggings.

"Sorry, but nobody's going anywhere except you, Erzy" The cat lady retorted cheerfully.

"Millianna?" Erza stammered; her shock intensifying. "You can use…magic too?"

"It's been a while, Erzy worzy." Millianna replied, ignoring Erza's question.

"Please, you have to let them go." Erza begged. "Please, they're both friends of mine."

"Meow. Friends, huh?" Millianna responded.

"We used to be friends of yours too. Good friends." Sho mentioned. "Remember?"

Despite the growing pain, Ben and Lucy both turned their heads to Sho and Erza with the same question in their heads. _'These creeps were her friends?' _They both thought.

Erza held her left elbow awkwardly and replied, "I…I do."

"We were very close. That is…until you decided to betray us." Sho stated, narrowing his greyish-blue eyes at her.

Erza turned away from him as her body began to tremble ever so slightly. Ben looked on in shock and confusion. He had never seen Erza act this way and consequently was very concerned for her.

"Why don't you cut the dame a little slack, pal." A voice remarked.

Suddenly, a man appeared right behind Sho with his left arm draped around his shoulders in a friendly manner. However, he was no ordinary man. His whole body was regular-toned but consisted of geometrical shapes, and resembled one made of blocks. He had black hair, an oddly-shaped chin, and had thick lips. His outfit consisted a royal blue suit with a white collared shirt and red necktie, black oval-shaped sunglasses, a boater hat, and a white scarf hung loosely around his neck.

"Just keep those emotions in check and everything will be real dandy." He stated in a New York-like accent.

The trio's eyes widened from the sight of the rectangular-toned man.

"A BLOCKHEAD?!" Ben and Lucy shouted incredulously.

"_Just…how the hell is that possible? Ugh…you know what, I give up! I guess anything's possible in this crazy fantasy universe.' _Ben mused.

"Very nice," the block man gave Erza a thumbs-up. "Life on the outside's been pretty good to yah, huh doll?"

"W-wait a minute…Wally?" Erza stuttered, flabbergasted by his appearance.

"I've gone through some changes myself." Wally explained. "Ole Mad Dog Wally has seen a lot since the old days. You see…I'm much smoother now."

Ben and Lucy both groaned and sweat dropped from Wally's comment.

"Oh please," Ben grumbled, exasperated. "Bloxx is much smoother than you."

"You practice magic as well?" Erza asked.

"You sound surprised." A deep masculine voice spoke out.

All of a sudden, a black haze appeared behind Erza and out from it came a tall, muscular man. He wore a white turban to conceal his long, dark hair, a black eye patch over his left eye, and a peculiar armored metal plate that obscured his prominent jaw. His attire consisted of a pair of loose dark pants, a white sash around his waist, and a large cloth with dark-colored, double-edge axes emblazoned on it passing over his left shoulder.

"It's not so hard once you get the hang of it." The large man continued. "Of course you already knew that, didn't you?"

Erza turned around and gawked. "Simon?"

Lucy yelped as Millianna pushed her to the floor with her arms stretched out behind her head, and the ropes appeared to be slowly pulling her arms and her feet together. Ben felt the orange ropes begin to tighten around him as well.

"Erza," Ben said through clenched teeth, "I think an explanation is in order."

"Seriously!" Lucy cried. "Who are these people?! And why did he call you 'sister'?!"

Erza was silent for a moment. She then glanced at Sho, Millianna, Wally and Simon and lightly sighed. "He's not actually my brother, but we all grew up together."

"What do you mean?" Lucy asked. "I thought you said you joined Fairy Tail when you were just a little girl."

"This was before I joined the Guild." Erza elaborated. "Why did you find me? What do you want?" She asked her old friends.

"Meow," Millianna said, "you really wanna know?"

"We're here to take you back with us." Wally answered.

"I'm begging you, please release Ben and Lucy." Erza pleaded.

"Who cares about them?" Sho retorted nonchalantly, and grinned ominously. "We want _you_, sister."

Ben lightly growled and scowled at the quartet. Despite his growing pain, Ben rolled onto his front side and sat up on his knees. "No! I'm not gonna let you bozos take her!" he exclaimed fiercely.

Sho glanced at Ben, his left eyebrow twitching in annoyance. "Oh really?"

The Card mage walked over to Ben and delivered a fierce kick into his gut, making him double over. Ben couldn't hold back a groan of agony from the blow.

"BEN!" Lucy screamed.

"LEAVE HIM ALONE!" Erza shouted.

Sho ignored Erza and Lucy's pleas and kicked the Omnitrix bearer again, which caused him to fall onto his side.

"So," Sho grinned menacingly, "you're that new Take-Over wizard from sister's Guild? The one with so many powerful forms? Ben Tennyson, right?"

Ben grunted painfully as he opened his right eye and gritted his teeth. "Yeah," he responded, "and when I get outta these ropes, you're gonna be in for a world of pain, punk."

Sho snarled. He then reared back his leg and sent another strong kick into Ben's abdomen, and the blow actually made Ben spit up a bit of blood.

"SHO, STOP!" Erza yelled. "LEAVE HIM ALONE!"

Simon grabbed Erza firmly by the shoulders, preventing her from stopping Sho. The Card mage kicked Ben a couple more times with a sick smile on his face. Ben clenched his eyes and mouth shut, not wanting to give Sho the satisfaction of hearing his yells of pain.

'_Man…if only I could reach the Omnitrix…' _Ben thought.

The teen hero tried to move his right arm, but to no avail. The ropes were just too tight. He was really in a bad situation now.

"I don't care how strong you are! Sister's coming with us and there's nothing you can do about it!" Sho exclaimed crossly.

"NO, STOP HURTING HIM!" Lucy cried desperately.

Erza watched with wide eyes while her lips quivered. She couldn't believe what she was seeing. Every time Ben was kicked she felt a stab in her chest. Determination soon formed over Erza's face as she could no longer stand to see Ben take such abuse anymore.

"PLEASE, SHO, STOP THIS AT ONCE!" Erza bellowed angrily.

"Sho," Wally tipped his hand and approached him. Sho stopped kicking Ben when he felt Wally lay his hand on his right shoulder. "That's enough. I'll take care of him."

Sho reluctantly nodded and stepped aside. Wally approached Ben with a smug smirk on his angular-shaped face. "Now, Mister Take-Over wizard, here's some friendly advice that I shared with your pal, Salamander."

Ben cocked a brow when Wally mentioned Natsu's nickname. "What did you do to him?" He growled.

Wally ignored his question, and stated, "In life you've got one of only two paths to take…you can either live a dandy life…" He extended his right arm and, in a flash of white light, his arm transformed into a gunmetal gray, rectangular-shaped rifle. Wally aimed his Polygon Rifle straight at Ben, placing his red laser target in the middle of his forehead. "…or die a jealous poser."

Erza and Lucy both gasped in shock and apprehension.

"No, don't!" Lucy cried, and then groaned painfully as her bindings pulled her arms and legs together tighter.

"WALLY! I beg of you…PLEASE DON'T!" Erza begged frantically.

Suddenly, Wally's Polygon Rifle disappeared and then reappeared right by Erza's left side. A gold magic circle appeared in front of the barrel as a magical projectile fired and shot her in the side. Erza cried out before she tumbled over, but before she could hit the ground, Simon caught her in his arms.

Ben and Lucy's eyes both widened in utter shock. "ERZA!" They yelled simultaneously.

"Somebody…HELP!" Lucy screamed.

"You bastard!" Ben shouted heatedly, struggling even more against his bindings.

Simon picked up Erza's unconscious form and held her bridal style. "We got what we came for. Let's go home." He declared.

"You sure she's okay?" Sho asked Wally.

Wally grinned confidently as he held up his rifle. "She's just taking a nap."

"HOLD IT!" yelled an angry Ben Tennyson. "Where are you jerks taking her?! I promise you, when I get outta these ropes, I will find you…and I will make you pay!"

"Yeah, and Natsu and Gray too!" Lucy added. "All three of them are going to take you down!"

"Sorry, losers, but those two are gonna be licking pavement for a while, yah get me?" Wally stated.

"What?" Lucy said, confused.

"What do you mean by that?" Ben asked.

"Those two were nothing but talk." Simon simplified.

Ben and Lucy's eyes widened from a frightening realization. _'No…it can't be.' _Ben thought fearfully.

"But…that's impossible!" Lucy disputed. "You mean they're…"

"Sleeping the big sleep" Wally finished.

Millianna winked at the duo and held out her hand. "Meow" A small, pink magical seal appeared in front of her hand; as a result, Ben and Lucy's ropes tightened even more and intensified the pain.

"Meow. In about another five minutes you're gonna be all twisted up into a yummy little pretzel." Millianna commented to Lucy. She then turned her gaze to Ben. "Meow. And as for you, pretty boy, soon those ropes are gonna keep squeezing you until all the juices inside you spill out on the floor."

"Hey Millianna," Wally walked up to her. "I scored a little something for yah."

"Meow" The cat lady replied.

In a flash of light, an unconscious Happy appeared in Wally's block-like hands. Instantaneously, Millianna's eyes lit up in excitement. "OH…A LITTLE KITTY WITTY OF MY VERY OWN!" Pink hearts appeared in her eyes as she hugged Happy affectionately. "OH HE'S SUCH A LITTLE CUTIE WUTIE!"

"Happy!" Lucy exclaimed worriedly.

"That's enough." Simon ordered sternly. "Calm down."

"Alright doll, time to get to work." Wally said.

"Meow" Millianna agreed.

Sho glanced at Erza with a tear of happiness running down his face. "Sister," he murmured, "I can't believe you're finally coming home…to the Tower of Heaven. I know Jellal will be very happy to see you."

Erza's eyes slowly fluttered open as her consciousness steadily returned. She was coherent enough to have heard what Sho said.

'_The Tower of Heaven. Did they really finish it?' _Erza thought dreadfully.

When the quartet stepped a few meters away from Ben and Lucy, a blue magical circle appeared above them.

"Where are you taking her?" Lucy shouted angrily. "COME BACK!"

In a flash, Erza and the four kidnappers disappeared. Ben gasped as his eyes widened.

"ERZA! NO!" He yelled in dismay.

Ben clenched his teeth tighter as he struggled more against the ropes, but despite his determination, he was met with zero results.

"Erza…she's gone." Lucy whimpered in disbelief.

Ben shifted his head toward Lucy, a familiar expression of anxiety etched on his face. He turned to the floor and snarled in fury, not at the kidnappers…but rather himself. "DAMMIT! I couldn't do anything! She needed my help and I couldn't do squat!" He berated himself.

He closed his eyes and sighed. _'Damn…this feels familiar…' _He thought absentmindedly.

"Ben!" Lucy cried as her ropes fastening her arms and legs together pulled even more, causing her even more pain. "Pull yourself together! We will save her, but right now…we have to get outta these bindings!"

Ben turned to his blonde haired friend. A short moment later, the teen hero regained his composure and determination.

"You're right. Sorry about that." Ben groaned as he put all of his strength in trying to move his arms, but it was futile. The ropes were just too strong for a human to break. "Damn! I can't even budge my arms!"

Ben then glanced over to see Lucy frantically rolling around on the floor. "I swear we're gonna get outta these things somehow!"

The Omnitrix bearer sweat dropped. "Yeah…I don't think rolling around the floor is gonna do the trick though."

Suddenly, a brown leather pouch full of gold and silver keys fell out of Lucy's dress pocket. Lucy saw this and smiled. "Yes!" She exclaimed hopefully. "Don't worry, Ben, I'll call one of my spirits to get us outta out of this mess."

Ben grunted as his restraints squeezed his body even tighter. "G-great…but…hurry! This is…ugh…really getting painful!"

Lucy rolled onto her side so she could grasp a key with her fingers. **"Open, Gate of the Giant Crab: Cancer!" **

A moment passed and, instead of a Celestial Spirit appearing in a flash of light, nothing happened. Lucy blanked and began to sweat nervously. "Uh…okay…Cancer?!"

"W-What…happened?" Ben asked through gritted teeth. "Why didn't that crab guy show up?"

"I – I don't know. Here," She reached for another key, "let me try another. **Open, Gate of the Golden Bull: Taurus!" **

However, just like the first attempt to summon a spirit, nothing happened; much to Lucy's shock and confusion. "Huh? Oh no! Why can't I call my spirits?"

In spite of the agony he was experiencing, Ben looked back-and-forth between the orange ropes wrapped around him and Lucy. His green eyes widened when his brain came to a realization.

"That's it! The ropes! The ropes must be suppressing your magic." Ben deduced.

Lucy groaned, not only from frustration but pain as well. "Oh terrific!" She said sardonically. "Now what are we gonna do?"

Ben growled under his breath as he wracked his mind for any possible escape from this situation. When he glanced over at Lucy and noticed that her fingers were clutching onto her key pouch, that's when an idea hit him like a freight train.

"Wait! Lucy!" Ben rolled himself over toward Lucy's position until he was lying on his front with his left side facing her. "Do you think you can reach the Omnitrix?"

The blonde haired mage glanced over at him, clenching her teeth in major discomfort. "I'll…I'll try." Lucy rolled closer to Ben until her back was facing him. She reached out with her fingers and could feel Ben's upper arm.

"Lower." Ben instructed.

Lucy squirmed until she could move her fingers across Ben's left arm. She stopped when she felt something metallic. "I…I think I can feel it." Lucy notified.

"Good" grunted Ben. "Now tap the faceplate."

Lucy could feel the smooth surface of the Omnitrix faceplate on her fingers and tapped it. As a result, the watch beeped as a green holo-wheel popped up.

Ben smiled. "Good job, Lucy. Do you think you can select a form?"

Lucy tried turning her head; however, the painful, awkward position she was in prevented her from looking back. "No…I can't even see what I'm doing."

"Don't worry. I'll tell you where to press then." The brunette haired teen replied.

The Celestial mage felt around for the holo-interface, but couldn't seem to find it.

"To the left," Ben instructed, "No! Your other left! Now, go up!"

"AAARGGHH!" Lucy squealed in agony as her bindings pulled tighter.

"LUCY!" Ben shouted, concerned. He then gritted his teeth, trying to hold in his cries of pain. He had to stay strong. "Your fingers are right on it! Tap it!"

"O-okay…" Lucy said weakly.

Lucy's finger touched a head icon. Ben smiled brightly when he felt the Omnitrix faceplate slide back and the core pop out. "Great job, Lucy!" He praised. "Alright, it's Hero time!"

He rolled over on his side, which pressed the core back in. Ben's body was instantly engulfed with emerald light. When the flash died away, in Ben's place was a seven-foot-tall being made completely out of turquoise crystals.

"**Diamondhead" **Ben shouted. He examined his form briefly and smirked. "Oh yeah! This'll work."

Diamondhead morphed both arms into lethal, crystal blades and easily cut through his restraints. Once he got up from the floor, he swiped his blade across Lucy's ropes and freed her. The blonde mage let out a sigh of relief as the extreme pain she had been feeling faded away.

As the Petrosapien helped her back to her feet, she looked up and smiled appreciatively. "Thanks, Ben."

Ben shook his head. "No. I should be thanking you."

The superhero and Celestial wizard turned their gaze to the spot where the four kidnappers had disappeared with Erza.

"Erza…" Lucy said solemnly.

Diamondhead's already determined expression had hardened further as he turned to Lucy. "Like you said, we'll get her back and Happy too. Right now, we need to see if Natsu and Gray are as dead as those creeps claimed them to be."

Lucy looked back at Diamondhead and nodded in determination. Just when the duo was about to leave, a thought came across Lucy's mind. "Wait! What about those people trapped in the cards?" Lucy pointed at the multiple cards sprawled across the casino floors.

Ben paused and pondered for a moment. Lucy did have a point. They couldn't just leave them there; however, Ben wasn't sure he had a form that could get them out. He contemplated a little longer before he figured out what to do next.

"You're right, Lucy, but there's nothing we can do to save them. We'll tell the guards and let them handle it." Diamondhead declared. "They'll know how to fix this."

Lucy tilted her head down, feeling guilty about just leaving those people behind; however, she knew Ben had a valid point. There was nothing they could do; besides, they already had enough on their plate, not to mention the possibility of accidentally hurting the prisoners while attempting to free them. Erza and Happy had been kidnapped while Natsu and Gray were supposedly dead.

"Okay. Yeah, you're right." Lucy admitted reluctantly.

The Petrosapien and Celestial wizard then sprinted away from the card tables and further into the casino.

After running down a pathway for two minutes, the duo finally arrived at the spot where the explosion had taken place. To their horror, Gray was lying motionless in the wreckage of a card table with his mouth and eyes wide open.

"Oh crap!" Diamondhead shouted, fearing the worst. "Gray!"

"Snap out of it, Gray!" Lucy kneeled by him and grabbed his right shoulder. "He's cold!" She gasped.

Diamondhead arched a crystal brow. "Wait…he's an ice wizard. Isn't he supposed to be cold?"

Before Lucy could comment, in a flash of light, Gray's body transformed into an ice statue and shattered into tiny fragments. Lucy flinched back as her eyes bulged out while Diamondhead felt his jaw drop in shock.

"AAAAHHH!" She screamed in terror. Lucy picked up the icy pieces and attempted to put them back together in a panicked fashion. "Oh I'm so sorry! You're gonna be okay! I'm gonna fix you up in no time, I swear!"

Diamondhead, meanwhile, sweat dropped at the scene. "I don't think that's gonna help much, Lucy." Ben then held his chin in a contemplative manner. _'You know…this kinda reminds me of when Kevin tried to put me back together after Tetrax broke Diamondhead apart into tiny pieces.' _He mused.

Ben shook his head from his musings and returned to reality. "Step aside, Lucy." Diamondhead ordered. "I'll - I'll go Clockwork and see if I can fix him by reversing time around him."

"There's no need to panic." A feminine, monotone voice announced.

The Petrosapien and Celestial wizard were surprised when a ball of water flowed out from the debris. Amazingly, the water morphed into a young, blue haired woman standing on her hands and knees. She stared at the duo with neutral azure-colored eyes, and wore a blue dress and a necklace with a golden Fairy Tail emblem hanging over her ample chest.

Lucy returned to her feet and glared at the woman in recognition. "I remember you! You're with the Element 4!"

Diamondhead's eyes narrowed in anger. "In that case…" He held out his right hand, preparing to fire a barrage of crystal spikes at the woman from Phantom Lord.

"Ben! Lucy! Wait!" a familiar voice cried out.

Suddenly, the water below Juvia washed away, and revealed Gray lying beneath her unharmed; much to Ben and Lucy's surprise.

"She's not our enemy anymore." Gray assured.

"Yes, that's right." Juvia explained. "I pulled my precious Gray inside of me to ensure his safety."

Diamondhead and Lucy both sweat dropped from how Juvia said that sentence.

"Um," Ben rubbed his crystal neck awkwardly. "Well, that's a relief that Gray's okay and all...but…"

"That sounded very weird." Lucy concluded.

Juvia stared at the duo with a victorious smirk on her smooth face. "Are you two jealous that he was inside me and not either of you?"

"WHAT?!" Diamondhead recoiled in shock, caught off guard by the creepy woman's question. "NO! GOD NO! I don't swing that way, lady!"

Lucy sweat dropped awkwardly. "And…no. I'm not jealous either."

Gray got up from the floor and began to untie his black tie from around his neck. "This dude cast a darkness spell, so I created an ice decoy to distract him until I could figure out my plan of attack." He explained while unbuttoning his red shirt.

The Omnitrix bearer groaned lightly. _'Is he really taking off his clothes?' _

"I wanted to keep the real Gray safe from harm, so I pulled him into my Water Lock until I was sure the danger had passed." Juvia elucidated.

Diamondhead nodded and felt his previous anger toward the woman evaporate away; it appeared that she really wasn't their enemy. "Makes sense"

"Yeah, and I couldn't do anything while I was in there. Thanks to you the creep got away." Gray deadpanned as he took off his shirt.

Juvia yelped in shock from her beloved's harsh words.

Diamondhead tapped the Omnitrix dial on his belt and, in an emerald flash, transformed back to Ben. Gray turned to Ben and Lucy with a serious expression.

"Now what?" asked Gray. "You two know where everyone else is?"

Ben shook his head. "No, we don't. It's bad. Those four bozos took Erza and Happy."

All of a sudden, a familiar enraged yell echoed throughout the casino. The superhero and three wizards turned their attention toward the direction of the yell. Ben, Lucy, and Gray could recognize that roar from anywhere.

"It's Natsu!" Lucy said.

"Guess he wasn't as dead as those bastards claimed him to be." Ben commented; feeling relieved that his friend was alive.

The four ran down the pathway until they could see a torrent of orange flames shooting up in the air. They followed until they could see their pink haired friend standing atop a pile of game machine wreckage, exhaling fire from his mouth.

"RAGGGH!" Natsu roared, "The nerve of that guy!"

"Natsu!" Ben, Lucy, and Gray yelled.

Natsu calmed down and turned his gaze to the quartet. Needless to say, Ben was a bit taken back when he saw a trail of smoke hissing from Natsu's mouth.

"What happened to you?" Gray inquired.

Natsu felt a few veins on his temple throb in ire. "HEY! What kind of jerk shoots someone in the mouth!?" He yelled crossly. "Huh? I mean, someone could get really hurt."

Ben, Gray, Lucy and Juvia sweat dropped in response.

"Uh, I think that would kill anyone who wasn't a weirdo like you." Lucy retorted.

"I would have to agree." Juvia said.

Ben rubbed his chin when an old memory crossed his mind. He remembered two years ago that when Sunder had come to Earth to capture Eunice, the human form of the Unitrix, the bounty hunter had shot Ultimate Spidermonkey in the mouth with a laser beam.

"Well, actually, I got shot in the mouth once." Ben noted.

Gray, Lucy, and Juvia turned to Ben in disbelief.

"Seriously?!" Lucy said, stunned.

Ben nodded. "Yeah, and let's just say it wasn't a pleasant experience." He then shook his head and refocused on the current crisis. "But that doesn't matter right now."

"GRAGHH! I'LL SHOW THAT BLOCKHEAD!" Natsu bellowed, his anger flaring to the boiling point. He then took running in the other direction, leaving a trail of dust in his wake. "He's not getting away with this!"

"Follow him!" Gray said.

"Um…wait does he even know where he's going?" Lucy asked.

"Natsu has a nose that puts wild animals to shame." Gray commented.

"Well then let's not waste any more time. Let's go!" Ben stated.

The superhero and three wizards took off in Natsu's direction, following the dust cloud that he had left in his wake.

…

It was nighttime. Close to the coast of the Caelum Kingdom, south of Fiore, a small ship with a single mast was sailing across the mildly rough ocean waves. Inside the cargo bay, which was littered with wooden crates and barrels, Erza Scarlet groaned lightly as she regained consciousness.

When she opened her eyes, she realized her hands were tied up behind a thick, wooden pillar via an orange rope. Erza blinked in confusion until it all came back to her. She briefly scanned the cargo bay until she spotted Sho walking toward her.

"This place…where are we?" Erza asked.

"Inside the hull of a ship at sea," Sho answered.

"A ship?" Erza echoed.

"That's right." Sho replied. "And our course is set for the Tower of Heaven."

Erza stared at Sho for a moment before she lowered her head in dejection. "I see." She murmured. "I should've known. Would you please untie me? I won't cause any trouble."

Sho frowned. "I'm afraid I can't. You've proven yourself untrustworthy."

Erza attempted to use her magic, but discovered that she couldn't. Sho picked up on this and explained, "That won't help. Millianna's bindings can cancel magic so you're struggling in vain. You'll find that you have no luck in breaking free of them. Your efforts will just tire you out."

She lowered her head, and declared gloomily, "Fine. I won't resist. But please Sho…will you allow me to re-quip into my armor?" She paused as her body began to quiver in fear. "The tower…I'm afraid of going back there. I just want to have it on…so I'll feel safe."

The card mage smiled lightly. "But the outfit you have on right now is lovely."

A short moment of silence ensued before Sho got on his knees and wrapped Erza in an embrace, resting his chin on her left shoulder. Erza ceased her trembling and looked at him in bewilderment.

"Honestly…I didn't want it to happen like this." Sho admitted sadly.

Erza lowered her head in understanding. "It's okay." She whispered.

Sho hugged Erza tighter as tears streamed from his eyes. "I missed you so much…it hurts me." He confessed, holding back a sob. "Tell me…why…why'd you do it?"

He pulled away and looked at Erza straight in the eye with a livid expression. "WHY'D YOU BETRAY JELLAL?!" He yelled.

Erza's eyes widened, slightly startled by Sho's sudden outburst. After a moment, she sighed and closed her eyes, reminiscing on old memories.

'_Jellal…' _She thought.

…

A few hours later, morning had arrived. Ben, Natsu, Lucy, Gray and Juvia were in a moderate-sized boat floating in the middle of the ocean. Apparently, Natsu's sense of smell was telling him that the scent of Blockhead, otherwise known as Wally, was out at sea. The group quickly got a boat and set out with Natsu's nose as their guide, Gray having attached the engine's SE plug to his right arm and moving the boat forward when he was given directions.

They didn't bother to waste time changing clothes, so they were all still outfitted in their formal clothes; except for Gray, who was now shirtless.

"I'm worried about those people that were stuck in the cards." Lucy said sorrowfully. "You think they're okay?"

"We let the military know about them before we left so I'm sure they're fine, Lucy." Ben reassured.

"I hope so." Lucy replied.

"Hey, wait a minute, where the heck are we?!" Gray demanded.

"I don't know." Juvia said. "We've been following Salamander's lead."

Lucy turned to her pyromaniac friend. "Natsu, are you sure we're going in the right direction?"

Natsu couldn't comply since he was busy leaning over the stern of the boat, puking his brains out. Ben and Lucy simply sweat dropped at the scene.

Ben groaned in annoyance. "I swear…that motion sickness of his is really annoying."

"No kidding." Lucy agreed.

"Man!" Gray exclaimed angrily. "Pull it together!"

"How dare you disappoint my love with your childish actions!" Juvia added.

Gray looked away and slightly huffed. "Geez…I can't believe how easily they were able to knock us out and kidnap Erza and Happy. We're pathetic."

Ben sighed. "It's my fault. My gut was telling me something was wrong when we heard that explosion in the casino, but I ignored it. I was right there when they kidnapped Erza and Happy and I couldn't do a thing about it."

"Don't blame yourself, Ben." Lucy comforted softly. "We were both tied up. There was nothing we could've done."

"Also, in our defense, they must've been powerful wizards to defeat someone as strong as Erza." Juvia asserted.

"What?" Gray turned to Juvia, cocking an eyebrow in ire. "They didn't beat her. Quit talking about her like you know her."

Juvia flinched and whimpered, saddened that she had angered her love. "I'm sorry!"

"Calm down." Lucy said sternly.

"Seriously, Gray" Ben added. "You don't need to get so worked up. She didn't know. Besides," the teen hero paused for a moment, "those goons that attacked us said they were old friends of Erza's."

"That's right. It makes me wonder…if we know her any better than Juvia does." Lucy pondered somberly.

A moment of silence passed over the boat as the group was left to simmer in their own thoughts. Ben glanced at the ocean water and thought, _'Erza…what is your story? What happened to you?'_

The silence was broken when Natsu stood up from the edge of the boat. He looked around, sniffing at the sea air. "I just got a bad feeling all of a sudden."

Suddenly, dark clouds blanketed the skies overhead and the flock of birds that had been flying above instantly died and plummeted to the ocean.

"The birds" Lucy said fearfully.

"What's happening to them?" Gray wondered.

The group paused when they felt the boat bump against something. They turned to the water and were met with a shocking sight. Floating alongside them were multitudes of dead fish and wooden debris.

"Not the fish too" Gray muttered.

"I've never seen anything like it." Juvia remarked.

"Wait a minute," Gray eyed a piece of wreckage more closely and lightly gasped. "That's wreckage from a Fiore naval ship!"

"Okay, I'm officially creeped out now." Lucy announced.

Ben turned his gaze away from the ship wreckage and toward the direction they were currently heading. His eyes then widened in shock and astonishment.

"Hey…what's that?" Ben asked, pointing toward the bow of the boat.

The rest of the group looked forward and were flabbergasted at what they saw. Ahead of them was a small, rocky island with an awe-inspiring structure built in the center of it. It was a massive, dark-colored tower that had a twisted body and irregularly jutting sides, giving it a rather chaotic appearance.

The main body of the tower was comprised of intertwining lengths of large, metal tubes which shot straight up into the sky. The giant pipes were held together through a series of smaller tubes linked to the main sections as well as many different sized and shaped golden decorations. Around the main form of the structure was a twisted staircase that wound around the tower and led straight to a giant green sphere encased in crystal at the top.

"It's…the Tower of Heaven." Lucy realized.

"Whoa," Ben said quietly, fascinated. He then eyed the enormous structure with an arched brow. "But even though it's really tall, I can't say there's anything heavenly about it."

"You got that right." Natsu concurred. "That place looks creepy."

Gray, Juvia, and Lucy nodded their heads in agreement.

Juvia held up her right arm and summoned a large blue magical circle over their heads. "Don't worry. I'll protect us."

Without warning, a few tendrils of water extended out from the ocean and swirled above the boat. The water amazingly created a dome of water over them, concealing their presence from the outside by camouflaging them with the ocean.

"My Water Dome will keep us from being seen." Juvia clarified.

"Nice work, Juvia." Lucy complimented.

"UGH…" Natsu collapsed to his hands and knees, his face turning a sickly green. "I can't take it." He moaned.

"Dude, just chill out" Ben replied, annoyed. "We're almost there."

"That's it!" Gray shouted. "Next time we go somewhere we're knocking him out first."

The team then spotted a wooden dock off the rocky shore of the island and made their way toward it. Ten minutes later, they finally arrived and tied their boat off to a wooden pylon. When the superhero and group of wizards stepped off the boat and onto the dock, they gazed up at the dark, towering structure with mixtures of awe and determination.

'_Hang on, Erza…we're coming.' _Ben thought resolutely.

…

**A/N: Alright, the first chapter for the Tower of Heaven arc is complete! **

**I hope you all enjoyed it; especially those awkward, romantic/comedy daydreams Erza had of Ben. I have **_**Stone-Man85**_** to thank for that. Thanks a bunch, bro! **

**Well, the results for the Dragon Name poll are in and the winner is…Draconaut! Let me just say, it wasn't even a competition. Draconaut won by a landslide surprisingly. Congrats to **_**TallGuy94**_** who suggested the name! You win a trip to the Tower of Heaven where you'll be sacrificed to revive a deadly, evil wizard. Congratulations! Though I can't say I'm jealous…**

**Anyways, I'll try and have the next chapter up within a week or two if nothing comes up. Like I said in the first A/N, I will only be doing canon scenes that I find important. The first scene with Jellal, the Magic Council debating, and Erza being lead into the Tower of Heaven I didn't quite find necessary to write since they wouldn't have been any different from the canon.**

**I learned quite a bit from writing the Phantom Lord arc, so now I have a feel on how to write this and the future arcs. **

**Please leave any comments and/or critique in the review box. I openly welcome your views on the story. Flames, however, will be eaten by Natsu. **

**Until next time…**


	20. Tower of Heaven Pt 2

**A/N: I'm really appreciating the support I've been getting for this story. I've never had a FanFic story exceed 500 reviews and gain over 300 favorites/follows. That truly is something to be proud of. I would like to extend a thank you to all you fine readers for pushing me forward. **

**I gotta say this arc is gonna be really fun to write. I'm a sucker for action and drama, and this story arc will definitely have those two things. **

**As always, enough of my babbling and on with the show! **

...

**Ultimate Fairy**

**Chapter 20: Tower of Heaven **

**Part II**

…

**Era**

At their Headquarters in the town of Era, the Magic Council had just earlier received information about the Tower of Heaven and the man in charge of it. A man named Jellal, who consequently happened to be Siegrain's twin brother. The nine council members were in a heated debate over what course of action should be taken against Jellal and the tower. However, they had been unable to come to an agreement.

"We must do something to stop Jellal!" Michello stated.

"We should gather information!" Leiji inputted.

"Dispatch the military!"Belno suggested.

Suddenly, Siegrain interrupted the other Councilors' bickering; his expression was now grave as a few trickles of sweat raced down his face.

"You ignorant fools!" Siegrain exclaimed.

Leiji turned to the blue haired Councilor in surprise and anger. "Siegrain!"

"How dare you..." Belno added.

Siegrain folded his arms over his chest. "Only fools would send in the military and risk the lives of hundreds of innocent soldiers. I'm telling you, it's far too dangerous!" He rebuked.

Org narrowed his left eye. "What do you propose we do?"

Siegrain lowered his head and closed his eyes. "This is a precarious situation..." He continued. "If we want to stop him, we'll have to completely destroy the Tower of Heaven... and there's only one way to do that..." The blue haired council member paused and opened his eyes for dramatic effect. "…Etherion."

Siegrain's proposal completely shocked the other eight Councilors, and they had every right to be. After all, what he was suggesting was insane. Etherion could cause destruction on a monumental scale.

"Are you insane?!" Org shouted.

"That's Cross-Dimensional Destruction magic!" Michello said crossly.

"We can't!" Belno disputed.

"Do you know how much devastation it would cause?!" Leiji shouted. "That weapon has the power to obliterate an entire nation!"

"Etherion is an absolute last resort! It is more dangerous than the R-System itself!" Belno mentioned.

"Just hear me out." Siegrain reasoned. "The Satellite Square can pinpoint a target anywhere in the region. If we focus it directly on the tower, we can cause less collateral damage, and destroy the structure."

Ultear raised her hand and declared, "I vote to fire."

Org turned to Ultear incredulously. "Not you too, have you gone mad?!"

"Three more in favor will give us the majority." Siegrain noted. "But we can't let deliberations delay us, time is of the essence! I urge you to vote with me. We cannot allow Jellal to activate the Tower of Heaven!"

Org turned to Siegrain. "But along with destroying the tower, an Etherion blast would no doubt kill your brother." He asserted.

Siegrain lowered his head. "...I realize that..." He replied grimly. "However... it's a sacrifice that must be made."

…

The giant green sphere structure at the top of the Tower of Heaven was known as the throne room. Inside, intricately designed pillars had been placed around the circumference of the circular-shaped room and many golden symbols were carved on the walls.

Sticking out from the center of the room was a large crystal lacrima with many shards jutting out from it. On the far side of the room, inside a small alcove, was a throne with a red eye-shaped symbol marked in a circle decorated on the wall behind it.

The room was rather dark and carried an eerie feel to it. Sitting on the throne was a man wearing a white collared shirt with a black trim, an onyx coat with a golden symbol emblazoned on the left side, and dark pants tucked inside laced boots. His hair was blue and on the right side of his face was a red tattoo; however, most of his facial features were shrouded in darkness via his coat's hood.

This was Jellal Fernandes, a demented wizard who was the ruler of the Tower of Heaven. Nothing went on inside the tower without him knowing about it.

Standing in front of Jellal was a mildly muscular man with extremely long black hair that reached far below his feet. He had two bangs that framed his face, both of which reached below his waist. He wore a white sleeved shirt with dark red trim, armbands, loose white pants, and shoes.

This was Vidaldus Taka, an attendant and intermediary for Jellal.

Vidaldus had just informed his master that Erza Scarlet had escaped her cell and knocked out Sho in the process. She was currently making her way up the tower, searching for Jellal.

In response, Jellal laughed manically; much to Vidaldus's confusion.

"Master Jellal...?" Vidaldus said.

Jellal ceased his laughing, though an ominous smile remained on his face. "Little Erza's grown into an amazing woman. I must say, I'm impressed." He confessed. "I can't wait to see how this all plays out. Will I prevail, or will it be her? We'll have a game that interweaves past and future. Life and death..."

…

After tying their boat off to the dock, Ben, Natsu, Gray, Lucy and Juvia stared up at the colossal, twisted body structure in awe and determination. The group then ran down the wooden dock with Ben at the front, each of them had a fire in their eyes; except for Natsu, who was lagging at the back thanks to him still suffering the effects of his motion sickness.

The terrain of the island was very rocky and jagged, devoid of any form of vegetation. The superhero and group of mages sprinted down a rocky path that circled around the shore. On their left were the rocky ledges that served as the base for the tower and on their right was the ocean.

As the team came across a bend in the road, Ben immediately stopped and gave his friends a signal to halt. When the wizards stopped, Ben gave them a hand gesture to take a look. They peeked from behind the rocky bend to see a flight of rock stairs further down the road that seemed to lead straight toward the tower.

However, above the stairs, standing on rocky outcroppings that jutted from the island were several sentries with bizarre-looking, four-legged creatures standing by them. They had small wings extending from their front two legs, large snouts full of sharp teeth, and spiked metal collars on their necks.

Ben wasn't necessarily worried about the guards or the "guard dogs". In fact, he was rather confident that he and his friends could handle them easily; nonetheless, the teen hero didn't want to risk putting Erza and Happy's lives in danger. This meant that their only other alternative was the stealth approach.

"They sure have a ton of lookouts." Gray noted dryly.

"Let's take 'em." Natsu suggested eagerly.

"Bad idea, Natsu" Ben reprimanded. "If we were to screw up in any way, we could be putting Erza and Happy's lives at risk."

"Man. This is gonna be tricky." Gray commented.

Suddenly, Juvia's head and chest popped out of the calm, ocean water on their right. "I found an underwater passageway into the tower." The rain woman informed.

"Seriously? Way to go!" Gray complimented.

Juvia blushed lightly, and then turned to Lucy with a smug expression. "You hear that, Lucy? I was just praised by Gray, not you!" Juvia taunted.

"Yeah, yeah" Lucy sighed nonchalantly.

Juvia climbed out of the water and onto the rocky path. "It's a little far, but I'm confident we can swim there in ten minutes."

Natsu folded his arms over his chest in a confident manner. "We can hold our breath for that long, right?"

Gray shrugged. "Probably"

Ben looked at Natsu and Gray incredulously. "You two are joking, right?"

"That's not humanly possible you two dopes!" Lucy exclaimed angrily.

Juvia held out her hand and summoned a sphere of water. "In that case, I suggest you wear these. It's a water shell containing oxygen. This way you can breathe while underwater."

"Wow. You're awesome." Natsu praised. "But…who are you again?"

Juvia gasped and paled so badly in dismay that Ben could have sworn that she had turned white for a second.

Ben sighed in exasperation and shook his head. "Don't take it personally." He assured Juvia. "He's…a little slow."

"I am not!" Natsu countered furiously. "I'll have you know that I can run real fast."

"He didn't mean that kind of slow, flame-brain." Gray deadpanned, annoyed.

"What'd you say!?" Flames ignited over Natsu's body due to his anger.

"Chill out!" Ben whispered harshly. "Before you alert the guards. Now, let's get a move on."

Juvia placed water shells on Gray, Natsu, and Lucy's heads. When she came to Ben, the teen hero held out his hand to stop her. "No need." Ben then activated the Omnitrix.

"Oh yeah, that's right. You can just change into that fish guy." Gray said, referring to Ripjaws.

Ben smirked as he scrolled through the Omnitrix playlist. "Nah, I've got someone else in mind for this job." Once he found the icon he wanted, he slapped down the dial.

After the usual emerald flash had disappeared, hovering in Ben's place was a blue and white jellyfish-like creature. It had six long tentacles that functioned as two pairs of arms and a pair of legs. It had no facial features, only two green eyes. The Omnitrix dial was positioned on its chest while a white Fairy Tail mark was stamped on his upper left tentacle.

"**AmpFibian" **Ben shouted in a raspy voice.

The group of wizards blinked in intrigue at yet another unforeseen transformation of Ben's.

"Whoa," Lucy breathed. "A jellyfish, huh?"

"Cool" Natsu grinned brightly.

"Remarkable." Juvia commented with wide eyes. "Your Take-Over magic is even more impressive in person."

"So what can this guy do?" Gray asked.

AmpFibian held out one of his tentacles and the group watched as it sizzled with blue electricity.

"Another guy with lightning powers?" Natsu said.

AmpFibian nodded. "I can also breathe underwater. Now let's get a move on!" He urged impatiently.

The superhero and group of wizards quietly entered the water and dived down. Since Juvia was a water mage, she didn't require a water shell to breathe underwater. The rain woman swam at the front of the pack while AmpFibian and the others followed her lead. As they swam further into the underwater cavern, AmpFibian glanced down at the rocky bottom to see it was littered with human bones and other debris.

Ben felt his stomach slightly twist at the sight of the human remains. _'What the hell has been happening here?' _

Ten minutes later, Juvia stopped and pointed straight up. They looked up to see a large opening at the roof of the cavern with light pouring in. AmpFibian gave Juvia a praising nod before he swam up to the surface, the others following behind him.

When they reached the surface, the group looked around to see that they were in a large, rocky cave with large, intricate metal pillars built around the perimeter and bridges interconnecting them. They then spotted a relatively flat island in the middle of the cave and climbed on it whilst AmpFibian simply hovered over to it.

Once they were standing on the flat rock, AmpFibian, Natsu, and Gray took a moment to scan their surroundings.

"So we're below the tower now, huh?" Gray said.

"I wonder where they're keeping Erza and Happy." Natsu wondered; his scarf was now wrapped around his forehead like a headband.

"No clue." AmpFibian admitted. "We'll just have to look everywhere until we find them."

Lucy, who was now attired in her white bikini, smiled as she took off her water shell. "They may look silly, but they sure do work."

Juvia turned to Lucy with an impish glint in her eyes. "I'm impressed you made it here because I purposely made your shell smaller so you would have trouble breathing."

The Celestial Spirit wizard sweat dropped. "Gee…thanks"

Suddenly, the team's attention was seized by an animalistic roar. They turned forward to see a couple of the bizarre-looking creatures from earlier flying toward them with two riders on them.

"INTRUDERS!" a rider shouted.

"Uh oh," Lucy remarked.

In less than a few seconds, several squadrons marched down the bridges intersecting the large pillars; each squad consisted of dozens of men. They were all armed with javelins or swords. There were also a few more of those pink-skinned creatures standing by them, snarling in rage.

"IDENTIFY YOURSELVES!" A regiment captain demanded.

"Guess we don't have a choice. We're gonna have to fight 'em." Gray stated determinedly.

AmpFibian narrowed his eyes. "Sounds good to me," he proclaimed as blue electricity sparked around his tentacles. "I've been itching to kick some butt for a while now."

Flames ignited over Natsu's body as he scowled at the guards. "You losers wanna know who we are?!" He held up his right arm and summoned a fiery magic circle above him. "We're the wizards who are gonna pound your faces in!"

Natsu punched the ground and caused a blazing, orange smoke cloud to erupt from beneath him and fill the cavern. The guards were all taken by surprise by the display of magic power.

"What the?" a guard stammered, shocked.

The superhero and team of wizards leaped high above the smoke cloud to where they could look down at the soldiers.

"We're from Fairy Tail!" Natsu roared.

The Dragon Slayer inhaled deeply and exhaled a powerful torrent of fire at the guards in front of him. They were easily blasted backwards with burns across their bodies.

"OW! SO HOT!" They cried simultaneously.

Still in midair, Gray quickly summoned an icy blue magical seal in front of him. "Okay, **Ice Make: Lance!" **

A barrage of ice lances shot out from the seal and smashed into the guards, sending them careening back.

"AHH! SO COLD!" The group squealed.

Lucy landed on a bridge in front of a group of guards. They immediately had hearts in their eyes and dog whistled upon seeing her bikini-clad body.

"Ooh. She's wearing a bikini!" a guard yelled excitedly.

Lucy pulled out one of her Celestial Keys from her pouch. **"Open, Gate of the Maiden: Virgo!" **

With the sound of a bell, a curvaceous pink haired maid with shackles on her wrists emerged from the ground.

"Did you summon me, princess?" Virgo asked politely.

Instantaneously, the guards flailed their arms around in excitement at the sight of the gorgeous maid.

"Whoa! It's a maid!" A man shouted exuberantly.

"Yeah, she's way cuter than the other one." Another guard remarked.

Lucy heard that comment and felt a vein on her temple throb in annoyance. "These pervs need to be punished." She stated, pointing toward them.

Virgo's pupils turned red while she complied, "As you wish."

Without warning, Virgo rushed forward at blinding speeds while swinging her shackles around. The group of men only saw a dust trail and a glimpse of pink before they were sent hurdling off the side of the bridge.

On the bridge a level above where Natsu, Gray, and Lucy were fighting, AmpFibian hovered over a large crowd of guards. The masked men held out their melee weapons and stared at Ben in bemusement and slight apprehension.

"Whoa. What is that thing?" A guard wondered.

"A flying jellyfish?" Someone suggested.

"You fools!" a squad captain shouted angrily. "Stop wondering what it is and attack it already!"

If AmpFibian had a mouth, he would be smirking smugly. "If you losers think you can beat me…" He held out four tentacles and discharged powerful bluish-white blasts of electricity at the guards, which sent them hurdling off the bridge with electrical burns across their bodies. "…then you're in for a big shock." He quipped.

"AH! IT STINGS!" The squads cried out painfully as they fell.

Meanwhile, below on the rocky island, a group of guards had surrounded Juvia. The rain woman stood nonchalantly as they attempted to attack her; however, they were shocked when their weapons simply went through her like water.

"Whoa!" A guy exclaimed. "What's with this chick?"

"It's like she's made of water!" Another man shouted.

"I bet our guns will affect her!"

The squadron pulled out their magical rifles and fired a bombardment of blue energy blasts at Juvia. Amazingly, her injured areas turned into water and merged with the rest of her body before returning to normal. The guards ceased their firing, noticing that their weapons were having zero effect on her.

"Whoa! But how?" A guard wondered, astonished.

Juvia reared back her hand. "Drip, drip, drop." she said before swiping her hand in an arc pattern. **"Water Slicer!" **

Suddenly, an enormous wave of water erupted from beneath the guards' feet and sent them flying backwards.

In a short time, the team had easily beaten and subdued all the guards. The superhero and mages met back up on the rocky island at the bottom of the cavern. Around them was the rocky debris from the bridges that had been destroyed in their onslaught and many of the unconscious bodies of their adversaries.

"Well," Juvia commented, "that certainly did the job."

"Good work team." Gray praised.

"I hope we're not attracting attention to our…" Lucy paused and sighed, exasperated. "Oh, who am I kidding?"

"I am afraid so, miss." Virgo replied.

Natsu picked up a barely conscious guard by the front of his coat, glaring at him intensely. "So where's the Blockhead, buddy?"

AmpFibian then flew to Natsu's side; it was evident from his eyes that he was scowling at the man. "More importantly, where are Erza and Happy?"

All of a sudden, the team's attention was grabbed by a giant, decorative stone mask carved in the cavern wall above them. The mouth opened wide as a tongue-shaped ramp extended out to where they could reach it.

"Guess that's their way of telling us to come in." Gray suggested.

AmpFibian eyed the ramp warily. "Why would they let us in just like that?"

…

Meanwhile, in the tower's throne room, Jellal and Vidaldus had been watching the smack-down that Ben, Natsu, Gray, Lucy and Juvia had delivered to the tower's guards via a magic circle. The former watched with intrigue whilst the latter looked on in slight disbelief.

Vidaldus turned to Jellal, and inquired, "Master, why are you letting them into the tower?"

"As I said before, this is all one big game." Jellal responded smoothly. "They were lucky enough to clear the first stage, but they still have a ways to go. I'm just trying to make things interesting."

"But shouldn't we concentrate on the ceremony?" Vidaldus questioned. "It's only a matter of time before the Magic Council catches on to our plans."

"Now Vidaldus, how many times do I have to tell you not to worry about them." Jellal grinned darkly. "The Magic Council…only wishes they had the power to stop me."

…

After climbing the ramp that had been generously but suspiciously lowered for them, the members of Fairy Tail and Juvia were now in a large room that had stone-carved columns on the walls. But what really captured their attention, especially Natsu's, was a big table lined with various foods and dishes in the center of the room.

Ben had warned them that the food may have been poisoned; however, his warning fell on deaf ears as Natsu ran over and began to devour the feast. Hell, even Gray and Juvia sat down at the table and started to eat; although, the pair wasn't shoving it down like Natsu was. A few minutes passed and it was clear that the food wasn't poisoned. Perhaps this feast was intended for the guards or the Big Bad in charge of the tower?

Ben, Lucy, and Virgo stood off to the side of the table; the former groaning in annoyance.

"Seriously, what is with you guys and eating?" Ben, who had changed back to human earlier, muttered.

"HEY BLOCKHEAD!" Natsu yelled.

"Geez, keep it down!" Lucy barked.

"I don't see the point in sneaking around anymore." Gray countered, chewing on a drumstick. "Not after all the ruckus that went on downstairs."

"True," Ben folded his arms over his chest, "but that doesn't mean we have to deliberately draw attention to ourselves from this point on."

"Princess," Virgo turned to Lucy, "I would suggest you eat something too before there's nothing left."

Lucy sweat dropped. "No thanks."

After swallowing down a mouthful of rice, Juvia explained, "The door that let us in…was controlled by a magic-user."

"And they are well aware of our presence." Virgo added.

"Why would they let us in?" Lucy asked.

"You think they're trying to provoke us?" proposed Gray.

"Possible," Ben held his chin in contemplation. "I wouldn't be surprised if this was all some kind of elaborate trap."

"Not to be rude, but your bikini leaves little to the imagination." Virgo said to Lucy, changing the subject entirely.

Lucy flinched as her face flushed a bright shade of pink in embarrassment. "Should I change?"

The pink haired maid's pupils glowed red again as she held up her hands in an eager manner. "Yes, I'll help you."

"NO! Wait, right now?!" Lucy shrieked.

Suddenly, Virgo swiftly stripped Lucy of her bikini and began to dress her in a different set of clothes. Ben felt his face heat up a little as he quickly averted his gaze away. Gray, however, stared at the scene with wide eyes.

"Holy…" Gray trailed off.

"PLEASE STOP LOOKING AT HER, GRAY!" Juvia begged, tearing up.

A few seconds later, Lucy was now wearing a decorative green and light blue dress with a flower design on the front.

"I brought this over from the Celestial World." Virgo said.

The Celestial mage smiled in satisfaction and posed. "So boys, do I look super cute in this outfit or what?"

"Oh yeah," Gray complimented. "You look great!"

Ben simply nodded in agreement.

"DON'T COMPLIMENT HER!" Juvia shouted desperately.

"He loves her." Virgo stated teasingly.

Lucy, Gray, and Juvia turned white; the former two in exasperation and the latter in horror.

"Don't you start doing that, too." Lucy sighed.

Natsu crossed his arms over his chest and eyed the maid dubiously. "And since when were you hanging out with Happy, Virgo?"

Virgo ignored the Dragon Slayer's question and turned to her master. "I wish you luck, princess." She then disappeared in a flash of gold.

A sudden thought then came across Lucy's mind. "Oh," She turned to the boys, "did you want me to ask her to bring you guys a set of dry clothes too?"

"Nah," Gray replied as he dried off his black pants by a flaming Natsu. "This does the trick just fine."

"He's not a dryer, yah know!" Lucy exclaimed.

Ben didn't need to dry off since he was an alien at the time they were swimming in the underwater cavern. "Sure works like one though." He shrugged.

Without warning, a squad of half a dozen guards rushed into the room armed with javelins. "Intruders! We found them!" A guard yelled.

The team turned to the squad, prepared to fight; however, before they could act, a redheaded armor-clad woman rushed in and slashed her twin magical blades. As a result, the guards cried out as they were sent sprawling across the room, unconscious.

Ben and the others smiled brightly once they saw who the woman was. "ERZA!" They shouted simultaneously.

"Thank goodness you're okay." Lucy said, relieved.

"Ain't that the truth" Ben smiled. "We were worried sick about you."

"She's so cool." Juvia commented with a sparkle in her eyes.

Upon seeing her friends and teammates, Erza gasped as her eyes widened in shock. "It's you! What are you doing inside the tower?" She demanded.

Ben cocked a brow, confused. "Looking for you, of course."

"We haven't met. My name's Juvia…"

Juvia sentence was cut off when Erza regained her composure and stood tall. "GO HOME!" She commanded fiercely. "This place is far too dangerous!"

Everyone, including Ben, felt their jaws slightly gape open from Erza's outburst. Ben shook off his surprise quickly and looked at Erza incredulously. "Go home? Are you serious?!" He questioned. "We came here to rescue you!"

Natsu temporarily ignited his fists and punched an open palm. "You're not gonna scare me into leaving." He declared boldly. "I'm not going anywhere until I give that Blockhead a good taste of my fists! I'm gonna make him pay for shooting me in the mouth."

Ben sweat dropped, annoyed. "Seriously? That's what you're concerned about?"

"You have to go!" Erza ordered.

"But why?" inquired a worried Lucy.

"Your friends kidnapped Happy!" Natsu countered heatedly. "I'm not leaving without him!"

"They got him too?" Erza looked away for a moment. "It must've been Millianna."

"Where can I find him?" Natsu demanded.

"I'm not sure." Erza replied.

"This means war." Natsu stated, clenching a fist.

Gray sweat dropped. "Who are you declaring war against?"

Suddenly, Natsu rushed forward toward the giant door on the other side of the room, leaving a dust trail in his wake. "THE JERKS WHO KIDNAPPED MY LITTLE BUDDY!"

"Wait!" Erza cried. "Natsu!"

"What a moron." Gray muttered.

Ben sighed, resigned. "We better go help him."

Without warning, Erza held out her sword to stop them, making Gray, Lucy, and Juvia jump back in fear. Ben, however, stood his ground but was a bit unsettled by the sword.

"NO!" Erza said forcefully. "You don't have to worry about Happy. Millianna's a cat lover, she'd never do anything to hurt him." Erza then turned her back on the quartet. "I promise I'll bring them both back to the Guild with me, but you four need to leave immediately."

"Don't be ridiculous, let us help you!" Lucy argued.

"I don't want your help." Erza retorted strongly. "This is my problem; it doesn't involve you."

Gray took a step forward. "How can you say that?" He asked. "You saw Natsu. I'd say we're plenty involved."

Erza kept her back turned to them, remaining silent. Ben eyed Erza in bewilderment. Why was she acting this way? What was wrong with her?

"Erza," Ben asked firmly, "What is this tower? And who is this Jellal guy?"

Ben had remembered back in the casino that Sho had mentioned some guy named Jellal being happy to see Erza again. Needless to say, he and the others were curious.

Erza didn't reply and remained silent.

Ben sighed before continuing, "Look, I can understand if you don't want to tell us. You said those creeps that kidnapped you were old friends of yours, right? Well, we're your friends now and we're here to help you. No matter what we'll always have your back just like you'll have ours."

Gray and Lucy both smiled and nodded in agreement.

"Yeah, he's right." Gray agreed.

Erza hunched over a bit, clutching her swords even tighter. "Leave!" She demanded again.

"C'mon!" Lucy whined.

"You're freaking me out 'cause this isn't like you at all." Gray noted; his voice filled with concern. "What happened to the woman who'd tell us to 'shut up and come along' whether we wanted to or not? We wanna stay and help you out. Master taught us that even the strongest warriors need a little backup every once a while."

Ben smiled and nodded. "That's true. I can attest to that. No matter what, we're not leaving you behind, Erza."

Erza turned around. Her lower lip was quivering and tears were streaming out of her left eye. Gray, Lucy, and Juvia gasped in shock. Erza Scarlet, the strongest woman in Fairy Tail, was crying?

Ben's mouth opened a little as he looked at the redhead in bemusement and concern; needless to say, the sight of Erza's tears startled him as much as the other three. As Ben eyed her tears more, he felt his stomach twist in discomfort.

Ben then took note of something else. Erza was only crying out of her left eye. Why was that?

"I'm sorry." Erza wiped her tears away and looked to the floor, crossing her arms over her chest. "But you can't help me now. The odds are stacked against me. Win or lose this battle, I'm staring death in the face."

The three wizards and superhero were taken back by Erza's statement.

"What do you mean by that, Erza?" Ben asked, concerned.

Erza kept her eyes closed and clutched her right wrist guard. "There's no point in fighting what's inevitable. I can't." She paused as she looked at the four with a sad smile. "But what I can do is share my story with you…while I'm still here."

Ben eyes widened from the latter part of her sentence. _'While she's still here? What does she mean by that? Does she think she's going to die here?' _Ben wondered.

"This building is the Tower of Heaven." Erza explained. "It's also called the R-System. Over a decade ago, a cult dedicated to Black Magic began its construction. Its purpose was to cast a forbidden spell that brings the dead back to life. The spell required multiple human sacrifices. So the cult abducted citizens of the surrounding areas and forced them to build the tower as their slaves."

Erza paused for a moment. "The only reason I know this is because I was one of those people."

Ben, Lucy, Gray and Juvia gasped from this startling revelation. They couldn't believe what they had heard. Erza was a victim of child slavery?

"Anyone who dared to resist the cult or tried to escape the tower would mysteriously disappear. We never had any peace of mind. We lived in constant fear. But we bonded and made friends despite that…even though we knew we wouldn't be together long. One of my friends in the tower was a boy named…Jellal."

Erza went on to explain how her friends had attempted to escape, but were caught by the cult. As punishment, Erza was taken to be tortured and she had lost her right eye in the process, which had been replaced by an artificial one later on.

However, Jellal had come along to save her and told her that they would have to fight to get out. When Jellal and Erza were captured again, Erza was thrown back into a cell with her friends while Jellal was taken to be tortured in Erza's place.

While in her cell, something inside Erza had snapped. She had grabbed a weapon and amazingly knocked out the guards with extreme force, shocking her friends and cellmates. Erza stated that the cult would never let them go and that they would have to fight for their freedom. Immediately, the other prisoners had rallied around her.

Erza paused from her explanation. Ben frowned sadly as he eyed the armor-clad mage with sympathy. The others shared similar expressions.

Ben was absolutely shocked to hear that Erza had experienced such horrors at a young age. He clenched his fists as he felt a part of him boil in rage at the cultists who had put her and countless other innocents through so much pain and terror.

He glanced over at Lucy, Gray, Juvia, and back to Erza. It was then that the teen hero had a realization. All of his teammates and friends had experienced a hard past life. Gray had lost his family and home to Deliora, Lucy lived with a demanding father who didn't care about her, Natsu was abandoned by his dragon father, and they now knew that Erza had been kidnapped from her home and forced into slavery as a child.

'_Everyone on the team has had a rough, hard life.'_ Ben thought sadly. He looked to the floor, a tear threatening to fall from his right eye. _'…Erza…I'm so sorry…'_

"So we took a stand for our freedom." Erza continued. "We hoped to save our dear friend Jellal. He was like the leader of our group back then. He had a strong sense of justice that I truly admired." She paused and glanced back at the group with narrowed eyes. "However…something happened to him. It's almost as if he became an entirely different person. There's only one way I can describe Jellal's new persona…pure, unadulterated evil."

Erza continued her story of how she and the other prisoners of the Tower of Heaven had risen against the cult. Things had seemed hopeful until magic soldiers appeared and began to take them down. Erza would have been killed if not for Grandpa Rob, an old wizard who happened to be from Fairy Tail and a role model for Erza, who took a magic blast for her.

Ben felt his insides cringe painfully; it sounded vaguely familiar to something Ben had experienced not-so-long ago. He shook his head from the awful memory and refocused on Erza's story.

Just before Rob passed on, he told her that true freedom lied in her heart. In her darkest moment, just after Rob had died, Erza had awakened her magic power and telekinetically used the weapons and tools scattered across the construction site to attack the cultists; much to everyone's shock.

From that moment on, everyone's determination and resolve had been restored, and they all continued to fight on. In the end, they had won. The Black Magic cult had been defeated.

But despite their victory against their oppressors, the Jellal they had all known had been lost. Erza described to them how drastically Jellal had changed. He had truly become evil.

Despite her best efforts to convince him to leave, Jellal stated that he and the others would stay behind to complete the tower so that they may resurrect Zeref. Jellal then gave Erza an ultimatum: he would let her go free, but if she ever told anyone about the Tower of Heaven, he would destroy the tower and all her friends.

After that, Erza had woken up on a beach shore alone. Though she was free from the tower, she had lost so much in the process.

When Erza was finished, she sniffled while tears raced out of her left eye. Ben and the others remained speechless. They couldn't believe something so horrible had happened to Erza. Ben looked away with closed eyes, feeling his insides twist in pain once more. The ability to stay stoic and keep his emotions under check was becoming very difficult.

"I have to fight Jellal." Erza declared weakly. "I have no choice. I have to do it."

A moment of silence passed before Gray spoke up. "I don't know. Maybe it's just me, but for some reason the name Zeref does sound familiar."

"I'm sure." Erza replied. "He was a legendary Black Wizard."

"Wait a minute," said Lucy, "I remember someone saying that the monster that came out of the Lullaby flute was one of Zeref's demons."

"I never mentioned it, but I suspect that Deliora was one of the demons from the Book of Zeref as well." Erza replied.

Ben closed his eyes and mused, "Man. This Zeref guy sure liked making giant, killer monsters." He then opened his eyes and looked back at Erza. "So if this Zeref is as evil as you say, why would Jellal want to resurrect him?"

Erza turned back to him. "I don't understand his motives either; however, my old friend Sho mentioned something to me about Zeref getting them to heaven and when that happens the world will be reborn and they will become its rulers."

"Okay," Ben cocked a brow, "that sounds like a problem."

Lucy touched her chin in thought. "Erza, something still confuses me about these people who claimed to be old friends of yours. Why are they accusing you of betrayal? Don't they realize that Jellal is the bad guy here?"

"There's no doubt that Jellal's been feeding them all sorts of lies since he banished Erza from the tower." Ben deduced.

"Exactly," Erza concurred. The re-quip mage then lowered her head in shame. "But that doesn't change the fact that I abandoned them long ago. In the end, I guess you could say that I did betray them."

"Because he threatened to kill them if you ever came back, you couldn't have saved them!" Lucy argued.

"None of that matters anymore." Erza countered. She was silent for another short moment. "If I can defeat Jellal, then this will all be over. Leave it to me, okay?"

Ben narrowed his eyes at Erza suspiciously. He recalled something that Erza had proclaimed earlier. _"The odds are stacked against me. Win or lose this battle, I'm staring death in the face."_

'_She's hiding something. It's clear that she thinks she's going to die in this battle. No matter what, I can't let that happen.' _Ben thought determinedly.

Suddenly, before anyone could comment, Sho walked into the room while wearing an agitated frown. "Sister, that's not true. Why? Why are you lying to them?"

"Sho?" Erza said.

"You think by making yourself the martyr you're going to get sympathy from your friends? Tell them the truth!" Sho shouted angrily. "That's not how it happened and you know it! You blew up the boats we were going to use to escape, and then you left on your own.

"We would've wound up at the bottom of the sea if it hadn't been for Jellal. He saved us! He warned us not to trust wizards like you, the ones who hadn't learned to use their magic properly. He said that you had become drunk with magical power and that you didn't want anything to do with your past or the people you left behind!" Sho finished.

Ben narrowed his eyes angrily at the blonde haired card mage. He had plenty of reasons to be furious with Sho. Not only did Sho help kidnap Erza and kick him in the gut while he was tied up, but now Sho had the audacity to call Erza his 'sister' while he accused her of lying?!

Ben inwardly sighed. He knew that it wasn't all Sho's fault. Like he said earlier, Jellal was feeding him and the others all kinds of lies since Erza was cast out from the Tower of Heaven ten years ago. Still…

"Sho, did you ever think…that Jellal might be lying?" Ben inputted, glaring intensely at him.

"If you truly knew Erza you'd know that she'd never do something so horrible." Lucy added.

Sho's eyes widened. He took a step back as his body began to tremble slightly.

"You only think you know her." Sho disputed, tears beginning to fall from his eyes. "You weren't there back then. You don't know anything about us!"

He then turned his gaze on Erza. "After you left, Jellal's words were my only salvation. And that's why…I spent all these years working to finish the tower for him. I did it for his sake! Now you're trying to tell me it was all a lie?!" Sho paused as more tears raced down his face. "You really expect me to believe that's the truth and that Jellal's been lying to us this whole time?!"

"That's right." A male voice spoke out.

All of a sudden, a black haze materialized in front of the group as Simon appeared out from the darkness.

Gray clenched his teeth and narrowed his eyes in fury at the large man, who had attacked him back at the casino. "Why you…" Gray took a step toward him, but was stopped by Juvia's outstretched arm.

"Wait, he doesn't pose a threat, my dear." Juvia stated calmly. "He never meant you any harm. At the resort, he knew he was attacking your ice decoy."

Gray arched a brow, confused. "But how?"

"Since it was _he_ who cast the darkness spell, it had no effect on him." Juvia answered. "I came along in the hopes of discovering why he spared you."

"I'd expect no less from a former member of Phantom's Element 4." Simon responded.

"I don't understand." Sho voiced, gaining the group's attention once more.

"I had to fool you and the others into thinking I had killed him, but I had hoped our attack would lure them here." Simon clarified.

Sho clenched his teeth and looked away while closing his eyes. "So you were lying to me too? How could you do that to me?"

Simon stepped forward and laid a comforting hand on Sho's right shoulder. "I'm sorry." He said sincerely. "Jellal had you under his spell and I couldn't convince you otherwise. So I played along until the time was right."

"So… you knew all along?" Erza realized.

Simon turned around and looked at Erza softly. "I've always believed in you, Erza, and there's nothing that can change that."

Erza gazed up at her old childhood friend and smiled warmly. Simon then took her right hand and held it gently. "I mean those words from the bottom of my heart."

"Simon," Was all Erza could say as she embraced him tightly.

Ben, Gray, Lucy and Juvia simply smiled at the heartwarming scene, the reunion between two old friends. Lucy even had to wipe a stray tear that leaked from her eye.

"I never knew." Sho had fallen to his knees with his eyes clenched closed and his teeth gritted together. "I can't believe I blindly followed him all these years. I doubted you." He then opened his eyes, more tears pouring out of them. "Cause you left me all alone. You have no idea how much that hurt!"

Sho hunched over and slammed his clenched fist on the floor, and finally broke down into a sobbing fit. "I don't know what to do! I don't know which one of you to believe in anymore!" He cried.

The team looked on with melancholic expressions at the crying wizard. They couldn't imagine how rough it was for Sho after Erza had been expelled from the tower all those years ago.

Erza stepped toward him and kneeled in front of him. "I know this must be hard, taking all this in at once. But Sho…there's something that you need to know. Though it's been many years, I have never once forgotten about any of you." declared Erza.

Sho ceased his crying at his 'sister's' words. Erza pulled Sho to her and hugged him gently. "I'm sorry I couldn't stand up to him, but I was so weak back then. Please forgive me."

"Now you're stronger and ready to face him." Simon stated. "Isn't that right?"

Erza simply nodded in response.

Simon turned to Ben, Gray, Lucy and Juvia. "I've waited all these years for this moment. A group of powerful wizards would gather here."

'_I'm technically not a wizard, but I'm just as effective.' _Ben mused.

The teen hero inwardly shook himself from his thoughts and returned to reality. "So, what do you have planned?" He asked.

"We're going to take down Jellal." Simon responded strongly. "We can do it if we work together."

The group nodded in determination. Erza stood up from the floor with a similar expression on her face. Sho, meanwhile, remained on his hands and knees, still trying to process everything that he had just heard.

"But first," continued Simon, "we must keep Salamander and Wally from clashing."

"Leave it to me." Ben affirmed as he activated the Omnitrix. "I'll find him and we'll meet back up with you guys."

The group eyed the shape-shifter curiously.

"How do you plan to find him?" Simon asked.

Ben looked up at the tall, muscular wizard with a confident smirk. "Simple. I track his scent." Once he found the head icon he wanted, he pressed it, and then slapped down the core.

The group of wizards was forced to shield their eyes from the usual emerald lightshow. When the light died away, standing in Ben's place was a giant, car-sized dog creature covered in orange fur. It had sharp claws on its paws and black gills on the sides of its throat, but the most peculiar thing was that it had no eyes. The Omnitrix symbol was positioned on the creature's chest and a black Fairy Tail mark was on its front left shoulder.

This was one of Ben's original ten transformations, **Wildmutt**.

Ben let out a series of howls and snarls, exclaiming his name in the Vulpimancer language.

Lucy lightly squealed and took a frightful step back while the others simply stared at the orange creature in slight awe and intrigue.

"What is that form?" Juvia asked calmly, though her eyes were wide.

"Why doesn't it have any eyes?" Gray wondered.

"I believe Ben called this form, Wildmutt." Erza explained. "He told me that while in this form he is unable to talk; however, his sense of smell rivals that of Natsu's."

Wildmutt lifted his head as his gills sifted through the multitude of smells around him. He paused when he came across a smoky, campfire type scent. Wildmutt knew that smell could only belong to one person. The Vulpimancer raced forward toward the door and through the corridor, locked onto Natsu's scent.

"Looks like he's got Natsu's scent," Gray noted.

"You think he'll be alright?" Lucy inquired.

"From what I've gathered," said Simon, "your friend is very powerful. If anyone can get to Salamander in time, it's him."

Erza smiled and nodded in agreement. "Yes. I'm confident in Ben's abilities. He'll be okay."

Simon glanced at Erza and took note of a certain glint in her brown eyes. _'I've seen that look before…years ago.' _He then looked in the direction where Wildmutt had run off. _'Hmm…I wonder…that Take-Over wizard? Yes…most likely…' _

Simon shook his head and returned to reality. "Nevertheless," he advised, "we need to get a move on quickly."

…

**Era **

The Magic Council was still debating on whether or not to fire the Etherion Cannon. Most of them were still unsure as to if there were any other alternatives to the problem at hand.

"The time for action is now!" Siegrain proclaimed. "We must use the Satellite Square to fire an Etherion blast directly at the tower!"

"The R-System is forbidden magic that we cannot allow to become part of our recorded history; therefore it has to be destroyed." Ultear added. "Why can't you see that?"

"Etherion would obliterate everything in its path, including any innocent civilians within the tower!" Org argued.

"Not to mention your own brother's life is at stake!" Michello disputed. "If you fire the Etherion, he's sure to die! Would you be able to live with that guilt?"

"If it's for the greater good..." Siegrain claimed.

"Although lives of innocent civilians will be lost, we must stop him." Leiji lowered his head. "It's a sacrifice that must be made now..."

Org turned to Leiji incredulously. "How could you say that?! Can you imagine how we'd be vilified if we attack Caelum without warning? We'd go down in history as mass murderers!"

Belno closed her eyes and folded her arms over her chest. "I will sacrifice my reputation in order to save countless lives..."

Org looked at Belno in disbelief. "You can't be serious!"

"Think of how the R-System will affect future generations." Leiji asserted. "How can we teach our children the value of life if the dead can be resurrected?"

"We have to put an end to this." Belno raised her hand. "I would like to vote in favor of an Etherion attack."

"...We need one more..." Siegrain murmured.

...

In the Tower of Heaven's throne room, Jellal sat at his thrown, grinning forebodingly.

"Just a single vote..." Jellal rested his chin on his right hand. "That's all it will take, and then... it's game over..."

The evil, blue haired mage chuckled ominously as his mysterious plan began to unfold.

…

Meanwhile, in another section of the tower, Natsu was running down a long corridor with a full head of steam. When the pyromaniac spotted an open door on his right, he came to a halt and took a peek inside. Needless to say, he was a bit dumbfounded by what he saw.

The entire room was cat-based. The furniture, the wallpaper, the tiled floor, stuffed animals, and various items were all feline-themed.

"Geez, what's with this place?" Natsu wondered. "There are cats everywhere!"

Natsu walked in and looked around the room. His eyes widened as a bright smile grew on his face when he spotted one object in particular. Lying on a white dresser was a giant, rounded cat helmet. It was primarily mint green with three maroon markings on its face and a pink heart in the center of the forehead.

"Ooh! I like that giant kitty head!" Natsu shouted exuberantly.

He went over to it and picked it up. "Oh, it's some kind of mask!" In his excitement, Natsu placed the green cat helmet on his head.

Natsu began to take a few fighting poses. "Alright, let's go Happy!" He took on another stance. "Aye, sir! Ha-ha…ah, I'd make a good cat."

Natsu chuckled as he tried to pull the mask off; however, he discovered that it wouldn't come off. The fire wizard put more strength into his arms to remove the helmet, but was met with negative results.

"NNNOOOO!" Natsu yelled.

Realizing he couldn't get it off, Natsu slumped his shoulders in defeat. "Man. It's stuck on my giant noggin. What am I gonna do?" He asked no one. After a short moment, the Dragon Slayer perked back up, his positive attitude returning. "Oh well. It looks cool, so who cares?"

Meanwhile, standing by the door, a man whose body seemed to be comprised of blocks leaned against the door frame. He wore a royal blue suit and black, oval-shaped glasses. His right arm was transformed into a gray rifle with a black scope on top.

Wally tipped his hat and smiled roguishly while holding up his Polygon Rifle. "Well, ain't that dandy?" He remarked.

"Ha-ha, ha-ha, oh man! Happy's gonna freak out when he sees me!" Natsu laughed as he jumped around with his arms up. "Ooh, maybe I can scare Erza while I'm at it. He-he-heh…" the fire mage stopped when a sudden thought came across his mind. "Wait…I know Lucy's totally gonna jump out of her skin. It'll be hilarious!"

Wally aimed his rectangular-shaped rifle at the back of Natsu's head. "End of the road for you, boy." He grinned.

"Hah-hah-HAH-CHUUUU!" Natsu sneezed. "OH MAN! I can't wipe my face. GROSS! Man, I should really take this off." He tried to pull the helmet off again, but it still refused to budge.

"Let me give you a hand, pal." Wally smirked slyly.

Suddenly, just before Wally took the shot, an animalistic roar echoed down the corridor. Wally turned around only to see an orange blur rush into the room and crash into him. The block-shaped man fell to the floor and looked up to see a giant, orange dog-like creature standing over him; it was growling viciously down at him.

Without warning, Wildmutt bit down on Wally's Polygon Rifle and lifted him up, shaking him back-and-forth.

"WHAT THE?!" Wally yelled, shocked. "LET GO OF ME YAH MANGY MUTT!"

Wildmutt released his hold on the Blockhead while jerking his head hard and sent him crashing through the wall, leaving a rather big hole in it. Startled by the commotion, Natsu turned around to see a large, orange dog standing in the room; although, he could barely make out the details of the creature since his vision was limited thanks to the cat helmet.

"Huh? What? This tower's got giant guard dogs too?!" Natsu yelled, stunned.

Wildmutt turned to Natsu and knew that it was him, due to his voice and the strong smoky scent wafting off him. The Vulpimancer lifted his front, right paw and tapped the green hourglass disk on his chest. In a flash of green, Wildmutt transformed back to Ben.

"Natsu, glad I found you." Ben then blinked twice, performing a double take at the big, green cat helmet on Natsu's head.

"Ben? Is that you? How'd you find me?" the Dragon Slayer asked.

Ben blinked again, still dumbfounded by the cat helmet. He shook his head and replied, "Huh…I used Wildmutt to track your scent, but the bigger question is…why are you wearing that cat head?"

Natsu shrugged and folded his arms over his chest. "I thought it looked real cool so I put it on."

"Cool?" Ben laughed. "Ha…more like hilarious! Man. I wish I had my phone with me so I could take a picture of this."

Before Natsu could comment back, a shaky groan caught their attention. The duo turned to the hole in the wall to see Wally climb out of it, his right arm had changed to normal and his suit appeared a bit disheveled. After quickly regaining his composure, the Polygon wizard glared angrily at Ben.

"Why you good for nothing punk!" he shouted.

Natsu's ears perked up at the sound of Wally's voice, not that anyone could tell since his face was concealed in the cat head. "Wait…that voice…it's the Blockhead!"

"Well, isn't this dandy?" Wally smirked smugly as he shifted his right arm back into a rectangular rifle. "I get to take out not just Salamander, but the Take-Over wizard as well."

"YOU JERK!" Natsu ignited his fists with fire. "I'm gonna make you pay for shooting me in the mouth!"

Ben furrowed his brows at Wally. "You helped kidnap Erza and Happy, threatened to kill me, and tried to kill my…cat-headed friend here. Oh…" he activated the Omnitrix and scrolled through the playlist "…I am so kicking your butt. And I know just the form to do it with."

Once he selected the icon and the faceplate slid back, Ben slapped down the core. The cat-themed room was bathed in brilliant, emerald light and forced Wally to cover his eyes, despite his sun shades. When the light died away, standing in Ben's place was a six-foot-tall, gorilla-like creature whose body was red, yellow, and blue and appeared to be made out of building blocks. Its arms were huge whilst his legs were stubby. The Omnitrix dial was positioned on its chest while a black Fairy Tail mark was stamped on its left shoulder.

"**Bloxx!" **Ben shouted.

Cathead Natsu looked quizzically at Ben's new form and poked him on his right shoulder. "Whoa…you're a blockhead now, too."

Wally's blinked twice as he arched a brow at the block-like gorilla. His shock soon turned into anger. "What is this?! What the hell are yah supposed to be?"

"I'm Bloxx, and as you can see," Ben grinned cheekily, "I'm much smoother than you."

Wally gritted his teeth furiously from Bloxx shooting his own words back at him. "Oh yeah, monkey boy! Let's see how smooth you are after this!"

The rectangular-toned man pulled up his Polygon Rifle and shot Bloxx, leaving a big hole in his midsection.

"BEN!" Natsu cried, alarmed.

Bloxx, however, stood calmly with a smug smirk on his face. No blood poured from the injury; in fact, as quickly as the injury was inflicted, it instantly regenerated. Needless to say, this shocked Wally and Natsu.

"Huh? What…" Wally trailed off.

Bloxx gave Wally an 'okay' hand sign. "Still pretty smooth," he taunted.

"Oh yeah, copy-cat?"

Suddenly, Wally's lower body shone in gold light until it broke apart into a collection of blue blocks, leaving his upper body to hover in midair.

Ben cocked a brow. _'Okay…that's freaky…' _he mused.

Bloxx didn't have time to react before the blocks of Wally's Polygon Sphere attack came together into a couple blue blocky lumps and pinned his arms against the wall. Bloxx pulled against his restraints, but discovered that they were impressively strong.

Wally smirked and turned back to cathead Natsu. "Now then…let's see just how smooth your friend is over here."

Wally swiftly aimed his gun at Natsu and fired. The fire mage yelped as he dodged to the side. With an annoyed grunt, the Polygon wizard tried to shoot him again; however, Natsu was quick to backflip and avoid the attack. Wally continued shooting at his opponent, but Natsu skillfully eluded every attack by jumping or doing backflips. Despite his limited vision inside the cat helmet, Natsu was relying on his instincts to avoid the shots.

The block-shaped man clenched his teeth together. "Slippery little rat, aren't yah?"

Bloxx pulled on his block bindings again, but they refused to give way. "I…can't break free." It was then a sudden idea entered his brain. "Duh…I forgot. I don't have to break free. I just have to break off."

The Segmentasapien disconnected his arms from his body and hopped off the wall. Almost immediately, a new pair of arms regenerated.

Natsu shrouded his fists in flames as he jumped on the wall, using it as a springboard to propel himself toward Wally. **"Fire Dragon Iron Fist!" **

Before Natsu's fist could strike, Wally's body illuminated in gold light before he disappeared. The Dragon Slayer hit the floor instead, throwing up fire, smoke, and chunks of floor. Bloxx held up his arms and formed a wall in front of him to shield himself from the flying debris. When Bloxx lowered the wall, he noticed a hole in the center of the room that led to the floor level below. Trails of smoke billowed from the rim of the opening.

"Whoever lives in this room is not gonna be happy about this." Bloxx commented.

Cathead Natsu looked around with a fist still ignited in fire. "What? Where'd that coward go?"

Wally materialized behind cathead Natsu with a smug grin, his rifle aimed at his head. "Right behind yah, Salamander."

"NATSU!" Bloxx jumped into action. Just as Wally fired his gun, Bloxx tackled Natsu, shape-shifted his body into a ball with him inside, and rolled out of the way.

When he uncurled into his normal form, cathead Natsu laid on the floor. Despite the giant cat head covering his face, it could be determined through his groans that Natsu was motion sick yet again.

"ARE YOU KIDDING ME?!" Bloxx yelled incredulously at Natsu.

Wally laughed haughtily as he held up his Polygon Rifle. "Well, well…ain't that dandy. Looks like it's just you and me, copy-cat."

Bloxx narrowed his green eyes at the block-shaped man. "Not for long, poser."

A scowl formed on Wally's angular face. "If anyone's the poser here it's you, yah got me?!"

Suddenly, blue electricity began to spark over Wally. "I've been going easy on yah, but no more of that!"

All of a sudden, Wally's body broke up into a cluster of blue blocks and shot toward Bloxx and a motion sick Natsu. Bloxx quickly picked up Natsu and dodged to the side to avoid the Polygon Attack. He jumped, flipped, and bent his blocky body to impressive limits around the room to evade the projectiles. The injuries from the blocks that did manage to hit Ben instantly healed though.

When the attack ended, Bloxx laid down the dizzy cathead Natsu to the side. Wally reformed in a flash of gold on the other side of the room. The two block-like adversaries were now staring hard at each other.

"Not bad," Bloxx smirked, "but I can do better."

Ben held out his right arm and shifted it into a rectangular-shaped gun with a string of building block bullets behind it; much to Wally's surprise.

"Let's see how you like it, Blockhead!"

Bloxx fired a salvo of red, yellow, and blue building block projectiles at Wally. The Polygon wizard could only stare in apprehension as a wall of blocks came soaring at him. The projectiles sent Wally careening back and crashing through the wall again. After a moment of silence, Ben realized he had won.

"Ha! Bloxx beats Blockhead." He quipped.

Ben shifted his arm back to normal and turned his attention to cathead Natsu, who was returning to his feet. "Ugh…" he moaned, "never do that again. Did you beat him?"

Bloxx nodded. "Yep"

"Aw man! I wanted to give him a beat-down!" Natsu whined.

Bloxx tapped the Omnitrix dial on his chest and, in a green flash, transformed back to human. "If you weren't wearing that cathead helmet you could've." He admonished. "By the way, how long are you gonna wear that thing?"

Natsu slumped his shoulders and murmured, "Until I can get it off."

"Ugh…" a groan caught the duo's attention. They turned to see Wally climb out of the rubble from the wall, one of the lenses on his shades was cracked and his suit was even more disheveled. When he turned his gaze to Natsu and Ben, he growled angrily. "You punks are gonna pay for that!"

Wally turned his arm back into a rifle and took aim at the Fairy Tail duo. "So long, boys…"

Suddenly, the instant before Wally fired someone ran into him and caused him to shoot the ceiling. That someone happened to be a cat-obsessed wizard.

"AHHHH!" Millianna screamed.

"Hey, would you cut it out, Millianna?!" Wally glared at her, a vein on his temple throbbing in anger. "What's the big idea?!"

Millianna looked up at him neutrally. "Hmm…you big ole meanie!" She waved her right hand up-and-down in a frantic matter. "YOU WERE TRYING TO HURT THE ITTY BITTY KITTY WITTY!"

Ben's eyes slightly widened as he glanced at cathead Natsu. "No way…" he whispered in disbelief, "…she thinks he's a real cat?"

"Wait a sec, that's not even a real cat, yah crazy broad!" Wally argued, pointing at Natsu accusingly.

Cathead Natsu was silent for a moment. "Meow" He replied.

Millianna smiled brightly. "Oh, he's just the cutest little thing!"

Ben's eyes widened and his jaw slacked a bit, dumbfounded. _'No way…she fell for it?' _

Wally gritted his teeth as the vein on his temple throbbed violently. "A wise guy, eh?!" The block-shaped man pushed Millianna out of the way. "I'm telling yah, doll face, this cat is a rat! SEE! RAGGH!"

Suddenly, electricity raced over Wally once more as his body broke apart into many blue blocks and shot themselves at Ben and Natsu. Cathead Natsu jumped to the right while Ben leapt to the left to avoid the Polygon Attack. Thanks to the years of training with Gwen and Kevin, Ben was successfully able to elude the incoming projectiles.

Ben landed on his right knee and turned his gaze to the block-man and cat lady. "Okay, enough of this." He activated the Omnitrix and scrolled through the playlist. "It's time for Blitzwolfer to set you all straight."

When the core popped out, he slapped it back down and cast the room in emerald light. As the flash faded away, standing in Ben's place was a nine-foot-tall humanoid, tailless tiger with a single black claw on the tops of its hands.

"**RATH!" **Ben roared. He paused and looked at himself, gritting his teeth in frustration. "Let me tell yah something, new Omnitrix! Why, after months of working right, do you have to mess up now?!"

Millianna looked away from cathead Natsu, who was still dodging projectiles from Wally's Polygon Attack and toward Rath instead. She stared at the large tiger-man in awe with wide eyes and a slightly gaping mouth. Suddenly, a beaming smile formed on her face while her brown eyes sparkled brightly.

"KITTY!" Millianna squealed happily.

Rath turned away from the Omnitrix dial on his chest and looked at Millianna, confused. "Huh?" He arched a brow. Without warning, Millianna was right in front of him with a wide smile on her cat-like face.

"OH WOW! YOU'RE THE BIGGEST KITTY WITTY I'VE EVER SEEN!" Millianna exclaimed cheerfully.

"Kitty? KITTY!" Rath shouted, his already present anger growing. "Let me tell yah something, Millianna, craziest cat lady I've ever seen! Rath ain't no kitty! Rath is the biggest, meanest, strongest brawler in TWO universes!" He finished his proclamation by flexing his large, muscular arms.

Millianna was undeterred by Rath's aggression and, surprisingly, wrapped her arms around his thick neck and rubbed her head against him affectionately. "OH! YOU'RE JUST A BIG CUTIE WUTIE!"

Rath's left eye twitched in annoyance whilst Wally stared at the scene dumbfounded with wide eyes and a slacked jaw. His head and shoulders were floating in the air while the rest of his body had turned into blue blocks, hovering around him.

"You gotta be kidding me?!" Wally shouted. "These ain't no cats, doll face, they're both dirty RATS!"

Rath heard that comment and snarled at the block-man. "Let me tell yah something, Wally Buchanan, aka Blockhead! Nobody calls Rath a dirty rat…without gettin' a major beating!"

The enraged tiger-man pried Millianna off of him, crouched low, and leapt at Wally's floating head and shoulders. Wally mentally commanded for the blocks around him to come together to make an even bigger block, which he then shot at Rath. Rath was unintimidated as he reared back his right fist and punched the giant block, causing it to shatter into pieces and fly across the room.

Rath lost all his gathered momentum from delivering the punch and landed back on his feet. Natsu dodged the last of Wally's blocks and landed on Ben's right. As soon as he saw Rath, he flashed a toothy grin behind the cat helmet.

"All right," Natsu fist-pumped, "Now we're both cats!"

"You're not cats, you're frauds!" Wally yelled as he shot another fusillade of royal blue blocks at the duo. Rath jumped to the right while Natsu jumped to the left, both of them skillfully dodging Wally's assault. Natsu picked up a purple stuffed cat toy lying on the floor and held it up as a shield.

"**Cat Make: Barrier!" **Natsu shouted.

Rath let out a tiger-like roar as he punched every single projectile that came his way.

"NO! Don't hurt the poor kitties!" Millianna cried.

"For crying out loud, doll face, these dirty rats are our enemies!" Wally shouted.

Millianna paused and looked at cathead Natsu and Rath, blankly. "Dirty rats? They look like kitties to me; especially that big one."

Rath growled, overhearing Millianna's comment. He back-flipped to avoid another bombardment of blocks, and yelled, "Rath ain't no kitty!"

"Snap out of it, yah dimwit!" The Polygon mage countered. "One of them is in a cat costume and you just saw the other one transform! They're a couple of fakes!"

Natsu jumped in the air and shrouded his fists in flame and punched Wally's block projectiles. "Okay, **Cat Fire**! Woo-Hoo!"

Rath jumped from the floor to the wall and used it as a springboard to launch himself forward. He reared back his right fist and punched an incoming volley of blocks, promptly destroying them. "Incursion Ambassador!"

Natsu's flame attacks and Rath's muscle sent Millianna's collection of stuffed cat toys and other belongings flying across the room, burnt and tattered to pieces. Millianna meowed in horror at the sight of her ruined kitty toys.

"Drat!" Wally cursed as his head and shoulders were still floating in the air, separated from the rest of his blocky body. "I guess Jellal wasn't pulling my leg when he said these cats got some serious claws. Alright, toots, it's go time!"

"Meow!" Millianna hissed furiously, narrowing her gaze at cathead Natsu and Rath. "GRR…pretending to be cats when you're really just people is a lousy thing to do!"

"Oh yeah, you're one to talk!" Natsu retorted.

"Let me tell yah something, Millianna, craziest cat lady I've ever seen! Rath doesn't need to pretend. Rath… is the cat that's all that! I'm…the RATH ATTACK!" Rath shouted. "And about seventy other things."

Millianna held out her hand and summoned a pink magical circle. **"Bad Kitty Restraint Tube!" **

Suddenly, cathead Natsu and Rath were caught off guard when orange furry ropes stretched out from her magic circle and wrapped around their wrists. Natsu and Rath pulled on the ropes, but they proved to be very strong.

Rath growled viciously as he pulled against his bindings. "GRR…Let me tell yah something stupid, furry ropes that are oddly super-strong! Rath hates you!" He paused as his left eye twitched in fury. "You've made a powerful enemy in Rath today. Oh yeah!"

The Appoplexian pulled harder against the orange restraints, but was met with zero results.

Wally grinned smugly at their tied up opponents. "Yeah, that's showing them frauds, Millianna."

"It's time to put the bad kitties to sleep!" Millianna stated.

The Polygon wizard fired another barrage of blocks at cathead Natsu and Rath. The former reared back his fist and shouted, **"Cat Fire…"** Natsu paused when he realized that he couldn't ignite his fists with fire.

A second later, the block salvo hit Natsu and Rath and sent them careening back to crash into the wall. When they peeled of it and fell to the floor, Natsu struggled against his bindings.

"Why can't I use my magic?!" Natsu said, alarmed. "Is it because of this thing?"

Suddenly, Natsu was caught off guard when another furry rope wrapped around his right ankle and flicked him into the air. A block came down and rammed into Natsu's back, pile-driving him into the floor.

Another set of ropes tied Rath's arms behind his back, allowing Wally to fire a round of blocks at Rath's exposed torso. The hits made Rath grit his sharp teeth in slight pain as he went sliding back into the wall again.

"Fake kitties make me mad!" Millianna screeched as she fired another line of binding rope from her magic seal.

The rope wrapped around Natsu and tied his arms to his sides. Cathead Natsu lost his balance and fell on his back beside a still standing Rath.

Wally's body reformatted back to normal in a flash of gold. He shifted his arm into a Polygon Rifle and took aim at Natsu's head.

"I hope you're hungry, Salamander and mister Take-Over wizard, cause you two are about to eat lead." Wally remarked.

Natsu tried to crawl away on his belly, nervously sweating underneath the helmet. "Aw man. This is not good."

"Ears up! I've got a real dandy catchphrase I've been dying to try out." Wally's smug grin grew wider. "Too bad things had to end this way, but from the moment you met me…"

Wally was interrupted when Rath let out a fearsome tiger-like roar. "Let me tell yah something, Wally Buchanan, aka Blockhead! The only one who's eating anything here is you. And you know what that is? MY FIST!"

"Hey! Nobody interrupts Wally and lives to tell the tale!" Wally redirected his aim away from Natsu and toward Rath's forehead.

Millianna felt her breath hitch in her throat in worry. The cat lady stared at the Appoplexian in a deep trance, gazing into his green eyes. At that moment, Rath didn't seem like a fake at all. He was a real cat; even though she had seen that pretty boy transform into him, he was still a cat.

Just when Wally was about to fire, Millianna grabbed onto his rifle and pushed it away. "NO!" she cried frantically. "I won't let you hurt the big kitty witty!"

"Are you serious?!" Wally yelled indignantly. "Snap out of it, Millianna. He's not a cat! Cats don't stand upright and they ain't no gum flappers either!"

Rath growled as he dug deep into his reserves and pulled against the ropes. With a burst of strength, the enraged cat broke free from the restraints; much to Wally and Millianna's surprise.

"What the? He broke free!?" Wally said incredulously.

'_Drat!' _Wally thought. _'Jellal was right. This cat means business.' _

Wally brought up his rifle to take another shot at Rath; however, Millianna grabbed onto his white scarf and pulled on it.

"NO! Don't hurt the kitty witty, Wally!" Millianna cried desperately.

"Let me go, yah loony toon!" Wally shouted.

Rath went over to Natsu and extended the black claw on his right hand to its zenith. He swiped it across his pyromaniac friend's bindings and easily sliced them apart.

"ALL RIGHT!" Natsu immediately got to his feet, his fists ablaze with flames. "I'm a free man!"

"Why'd you make me lose my aim, yah dingbat?" the Blockhead demanded.

Millianna sniffled as she pulled on Wally's scarf harder. "You were trying to kill the big kitty witty!"

"Oh for crying out loud!" hollered Wally.

"Let me tell yah something, Wally Buchanan and Millianna, who helped kidnap Erza Scarlet back at the resort! Rath is gonna take you down with both arms tied behind my back!" Rath declared.

Cathead Natsu clenched his fists and shrouded them in fire. "Face the fury from the Cat Duo!" Natsu exclaimed.

Natsu and Rath both rushed forward and leapt in the air. The former's arms were engulfed in bright yellow flames and took the shape of a pair of dragon wings. **"Fire Dragon Wing Attack!" **

The fire struck Wally and Millianna and sent them careening back with burns across their bodies. Rath honed in on his target and aimed himself toward it. In midair he positioned himself to where his feet were in front. "Appoplexian Thunder Kick!"

Rath rammed his feet into Wally's abdomen, causing him to cry out. The force behind the kick sent the Polygon wizard flying back into Millianna, who both crashed through the wall and out into the hallway.

When the dust cleared, Wally and Millianna were sprawled out on the floor amid a pile of debris from the ruined wall; their clothing tattered and burnt in places. Painful groans escaped their lips as their eyes were filled with swirls. They had finally been defeated.

Cathead Natsu and Rath landed next to each other and looked at their unconscious foes. The latter threw up his arms and roared in victory. "Let me tell yah something, Wally Buchanan and Millianna, nobody beats Rath!"

"Yeah! That's what I'm talking about! You mess with the kitties, you get the claws!" Natsu stated.

Rath turned his usual angry glare at Natsu. "Let me tell yah something, Natsu Dragneel, who's strangely wearing a giant cat head! RATH AIN'T NO KITTY!"

"Whoa," a voice called out. "What happened here?"

The cat duo turned their attention to the right to see a familiar blue feline with white angel-like wings flying toward them. As soon as Happy spotted Rath, his eyes were full of stars.

"Alright, it's Rath!" Happy then noticed Wally and Millianna's battered forms lying on the floor, causing his excitement to grow. "Way to go, Rath! You sure showed those creeps whose boss!"

"That's right!" Rath flexed his arms. "Rath's all about showing people whose boss!"

"Hey!" Cathead Natsu shouted indignantly. "I helped too!"

"Don't be delusional, Natsu." Happy waved him off. "Rath clearly did all the work. Don't steal the spotlight from him. By the way, what's with the cat costume?"

"Rath didn't do all the work! And I thought the cat helmet was cool so I tried it on." Natsu answered sternly.

Rath tapped the Omnitrix dial and transformed back to Ben. "Yeah…he wore that thing through the entire fight. I'm surprised you were able to dodge all of Blockhead's blocks with that thing on." He admitted.

Happy turned to his best friend. "So how long are you gonna wear that thing, Natsu?"

Natsu slumped his shoulders and sweat dropped. "Until I can find a way to get it off my big noggin," he mumbled.

…

Meanwhile, in the throne room, Jellal was sitting on his throne. His upper face was hidden in the shadows of his hood. Extending from his right armrest was a circular game table with uniquely-shaped pieces that represented everyone currently in the Tower of Heaven, excluding the guards.

Jellal picked up a red dragon piece and moved it forward, knocking over a pink cat piece in the process. He then picked up a miniature black and green hourglass piece (the three-legged stand was black while the glass was lime green) and used it to knock over a blue-suited archer piece. These moves represented Ben and Natsu's defeat over Wally and Millianna.

Vidaldus walked up to Jellal's throne and stopped a few meters away, wearing his usual frown.

"Hmph," Jellal said. "Sho and Simon have chosen to betray me…and it appears that Wally and Millianna have fallen at the hands of Salamander and the powerful shape-shifter, Ben Tennyson. This is how the game should be played. One-sided matches are always so dreadfully boring."

"But master…Erza must be captured at once so we can begin the ceremony." Vidaldus protested sternly. "I'm afraid the time for playing games is over now."

Jellal was silent for a moment, a foreboding grin still present on his face. "Prudent as always, Vidaldus," He replied. "Fetch her."

Vidaldus narrowed his eyes. "You'll allow me?"

Jellal turned to his game board and laid three pieces in front of a king piece that represented himself. One piece was a blue and white electric guitar, the other was a pink-haired angel in a white robe, and the last one was a brown owl.

"It is our turn after all." Jellal stated.

Vidaldus grinned sinisterly. Suddenly, he crossed his arms over his chest as crimson energy flowed up from beneath his feet, making his long hair fly up.

When the energy faded away, Vidaldus's new appearance resembled an extreme Metal musician. His skin was now much paler, and he had donned dark makeup around his eyes and lips. His bare-chest sported a tattoo with the word "Skeleton", and he had put on shoulder pads and arm guards covered in prominent spikes. His pants were replaced by tights held up by a belt with a skull-shaped buckle, and his legs consisted of boots paired with greaves decorated by flames-motifs.

Vidaldus let out a wicked scream after his transformation was over. Standing by the metal musician-like wizard now were two other people.

One was a curvaceous woman with long pink hair tied on top of her head with two large pins. She had pale skin, a beauty mark underneath each eye, and wore red lipstick. Her body was clad in a long, loose white kimono with a red stripe in-between two black stripes around the waist, and a black collar lay snug around her neck. Her shoulders and a fair amount of cleavage were exposed.

This was Ikaruga, a calm and deadly woman who specialized in Sword Magic.

The third figure was the most bizarre of the trio. He had the body of a man, but the head of an owl, as well as a large rocket pack strapped to his back. His body was heavily muscular and mostly bare, with his clothing consisting only of a pair of green shorts held up by a belt, whose buckle bore a symbol reminiscent of a waning moon with a triangle pointing left in the empty part, and high sneakers bearing the same symbol. Wristbands were visible on both arms, and each of his biceps was adorned by a band, which has several long feathers hanging down from it.

This was Fukuro, a strange-looking owl-man being who specialized in Jet Magic and Absorption Magic.

"Assassins from the Death's Head Order," Jellal sounded off. "Vidaldus Taka"

"Go to hell!" Vidaldus smiled wickedly, his voice sounding raspy. "Yeah, that's right! They can say their prayers if they wanna, but they're all gonna be burning in hell tonight!"

"Fukuro" Jellal continued.

The owl-man twisted his head to where it was nearly upside down. "Ho-ho, ho-ho, HO-HOU!"

"And their leader, Ikaruga" the powerful, blue haired wizard concluded.

Ikaruga smiled; however, it was a smile full of malice. "Life is a flower, fated to be cut down and scattered across the ground below." She claimed. Without warning, pink Sakura petals flew around her from out of nowhere. "So tonight…we make merry."

Ikaruga, Vidaldus, and Fukuro bowed to Jellal with their right hands placed over their chests in a respective manner.

"We are assassins from the Death's Head Order Guild." Ikaruga said. "The special forces squad known as Trinity Raven is at your service, master."

"It's time you entered the fray." Jellal announced. He lifted his head and looked at the assassin trio with a malign grin. "Now go."

…

Currently, Ben and Happy were in the process of pulling the cat mask off of Natsu's head. Ben was pulling on the right ear whilst Happy was pulling on the left. The Omnitrix bearer and blue cat had been trying to get the cat helmet off of Natsu's head for the past five minutes; however, it was really stuck onto his head.

"Ben…Happy…" Natsu said.

"Yeah, what?" Ben asked through clenched teeth.

"You two are gonna have to pull harder than that!" He yelled.

"We're trying, okay!" Happy snapped. "But we can't seem to get this stupid thing to budge." The blue cat glanced over at Ben. "Maybe…if you turned into Rath…Ben…you can could get it off?"

Ben grunted. "No way; besides…"

The brunette haired teen groaned as he put more strength into his arms and, finally, the green cat head slipped off of Natsu's head. "…there's no need." He finished.

The Dragon Slayer smiled brightly with a bit of sweat running down his face. "Yes! Sweet freedom!"

The cat helmet that Ben had tossed landed perfectly on Wally's head; much to Natsu and Ben's amusement and Happy's confusion.

"Oh look, now it's stuck on Ole Boxy." Natsu laughed.

"Yeah," Ben chuckled, "serves him right, I guess."

"I'm amazed that mask was able to fit over his giant square head." Happy noted, wide-eyed.

With a groggy groan, Wally steadily returned to his feet. His blue suit was in tatters and bruises littered his blocky body. He pulled off the cat helmet and threw it to the side.

"This dance ain't over yet, you two!" Wally then hunched over in pain, his injuries catching up to him.

"Really?" Ben quirked a brow and folded his arms over his chest. "'Cause it looks like to me that it is."

"Yeah," Natsu agreed. "Besides, I already got my payback. And since Erza and Happy are safe there's no reason for us to waste our time with you, pal."

Ben nodded in agreement.

"Aye! You tell him!" Happy chirped.

"Talk all yah want." Wally said through clenched teeth. "But we're still gonna get to heaven. Jellal told us that we would finally have _real_ freedom, and a world where people like us are calling the shots."

Before anyone could comment, a smooth, male voice spoke from down the hall.

"_I welcome you to the Tower of Heaven." _Jellal announced.

"And there he is!" Wally smiled.

Ben, Natsu, and Happy ran down the corridor to the source of the voice. They went through an open entrance into a large, stone room. At the end, sitting in an alcove was a giant statue. The eyes of said statue were glowing red, and it appeared that the voice was coming from it.

"_My name is Jellal and I am the ruler of this tower. I see the players have been arranged." _He commented. _"I'm delighted that you've come all this way to see me. Shall we play a round with heaven's game?" _

"I don't wanna play your stupid game!" Natsu yelled.

"Neither do I." Ben narrowed his eyes at the large statue.

"What do you mean, Jellal?" Wally asked in confusion, having followed the Fairy Tail trio.

"_The rules are really quite simple. I wish to use Erza as a sacrifice in my ceremony to resurrect Lord Zeref." _Jellal explained.

Ben clenched his fists and glared at the red glowing eyes of the statue. "I won't let that happen." He snarled.

"_If I succeed, the Gates of Heaven will open, crowning my victory. However, if you can manage to find a way to stop me, then you will be the winners of the game." _

'_You can bet your ass that we're gonna find a way to stop you.' _Ben thought resolutely.

"_To make things a little more interesting," _Jellal continued_, "I've enlisted three knights to battle on my behalf." _

"Three knights?" Ben echoed.

"_The only way that you can get to me is to defeat them. In other words, a three-on-nine battle royale. Oh…and there's one more surprise, the Magic Council has the Satellite Square focused directly on this tower, and it's highly likely that they will attack. At this very moment, they're in the midst of voting on whether or not they should fire an Etherion blast." _Jellal informed.

"Satellite Square? Etherion blast?" Ben repeated. He then looked over to Natsu and Happy, who were looking wary. "That's bad, right?"

Happy nodded, fear plastered on his blue face. "Aye. The Satellite Square is a powerful weapon that's in orbit around Earthland, and an Etherion blast has enough power to destroy an entire nation."

Ben's eyes widened. _'Kind of like atomic bombs back in my world. They're a last resort weapon too.' _

Ben looked back up at the red-eyed statue. Though he couldn't see him, the Omnitrix bearer had a hunch that Jellal was grinning sinisterly right now.

"_There's no telling how much time is left. Should the Etherion strike, complete annihilation is imminent. No players left to win. Game over." _

Ben clenched his teeth, both from slight worry and frustration. "Why would the Magic Council resort to such drastic measures? That makes no sense at all." He pondered.

"Aye," Happy agreed.

"_Now then, let the game begin." _With Jellal's announcement finished, the red eyes of the statue died away.

Ben huffed and turned to Natsu and Happy with a determined, confident smirk on his face. "You know, I don't feel like playing games right now. I say we go straight to the top and give Jellal a piece of our mind."

"Oh yeah!" Natsu ignited his left fist and punched his open right palm in an eager manner. "I'm all fired up!"

"But I don't understand. Why would Jellal do this to us?" Wally asked, sitting on the floor and leaning up against the wall. "If they fire that thing…it's gonna be curtains for everybody." He closed his eyes and continued, "We were all just a bunch of stupid kids looking for our own taste of freedom."

Ben turned to Wally with a stern, yet sympathetic look. "Erza told me what happened to her and all of you guys ten years ago." He closed his eyes for a moment, and said truthfully, "I'm sorry. I can't pretend to know what that feels like. I know you and the others want freedom, but taking everyone else's is not the answer at all. If you go down that path, you would become the very monsters that kept you imprisoned here years ago."

Wally trembled lightly as he stared at Ben with wide eyes. He was so shocked that he was incapable of speech at the moment.

Natsu shot the Blockhead a toothy grin. "He's right. I'm not sure what kind of freedom you guys have been looking for, but what we've got at Fairy Tail is pretty awesome." He proclaimed.

Wally's mouth opened slightly as a thoughtful expression grew on his angular-shaped face.

Natsu then turned to Happy with his grin still present. "Hey Happy, I'm with Ben. I'm not feeling this game either so let's bend the rules."

"Aye, sir!" Happy agreed.

Ben activated the Omnitrix and selected the first icon on the holo-wheel. "It's Hero time!"

When he slapped down the dial, his body was engulfed in emerald light. When the flash died away, standing in Ben's place was an orange pterodactyl with a jetpack on its pack. The Omnitrix dial was on its left shoulder and below it was the Fairy Tail mark stamped in black.

"**Astrodactyl," **Ben squawked.

"Sweet!" Natsu grinned. "I remember that guy from Galuna Island."

Happy grabbed Natsu by the back of his black vest whilst Astrodactyl activated his jetpack. The trio blasted out of an open window in the hall and flew straight up the enormous, twisted body of the tower. To keep up with Astrodactyl, Natsu was shooting off a torrent of flames from his feet to act as a thruster.

"We're going straight to the finish line!" Natsu exclaimed.

"Aye, sir!" Happy agreed.

"BAWK! Jellal won't know what hit him." Astrodactyl stated confidently, and then squawked.

Meanwhile, Wally watched the trio fly up the tower with a tiny smile. "They're standup guys alright…ugh…" He let out a groan before he fell over, succumbing to unconsciousness.

Astrodactyl, Natsu, and Happy continued flying up the structure of the tower. They figured they would get to the top without a hitch; however, luck was not on their side today. In the distance, the trio could hear a mechanical, jet-like noise. They came to a stop and hovered in midair, wondering what could be causing the sound.

Natsu narrowed his eyes in the distance. "Something's coming this way." He stated.

Astrodactyl squawked. "Well, what is it?"

"Ho-ho, ho-HOU!" A voice called out.

All of a sudden, the trio's eyes widened as something very bizarre came soaring toward them. It was tall, muscular man with a brown feathered owl head and a large rocket pack strapped to his back. Astrodactyl banked right while Natsu and Happy went left to narrowly avoid the owl-man, who flew right between them.

Astrodactyl's eyes widened, dumbfounded. "W-w-what?! An owl-man?! BAWK!"

With a surge of speed from his twin rockets, Fukuro caught up to Natsu and Happy and delivered a fearsome right hook into the former's face. The wizard and cat cried out as they went careening through a large, dark opening in the tower.

Astrodactyl's eyes widened further from panic. "Natsu! Happy! BAWK!"

The Omnitrix hero was taken by surprise when Fukuro blasted toward him at insane speeds and launched a wicked kick into his gut. Astrodactyl squawked loudly as he went hurdling into the same opening that Natsu and Happy had gone into.

On the other side of the opening was a large, dark room with cages suspended in the air by big, metal chains that hung around the room. Natsu and Happy grunted as they slammed onto the top of one of the cages. Painful groans slipped from their throats as they sat up.

Suddenly, a loud squawk filled the room as Astrodactyl tumbled inside and crashed on top of another cage to Natsu and Happy's left. Ben groaned as pain flooded his body and stars filled his vision. He quickly shook it off and returned to his feet, though his body still felt sore from the kick and impact with the cage.

"Man. What was that?" Natsu asked, holding his aching head.

"An owl-man…" Astrodactyl replied, followed by a painful squawk.

Simon ran out of a door that led into the room, now standing on a small ledge. He had heard the commotion from down the hallway and decided to investigate. He was slightly surprised to see Natsu, Happy, and a peculiar orange-skinned reptilian creature. However, once Simon saw the Omnitrix and Fairy Tail symbols on Astrodactyl's left arm, he realized who he was.

"Ben! Salamander! It's you!" Simon shouted.

"Huh?" Natsu looked down at Simon in confusion. "Who's calling our names?"

"You better watch out for this guy." Happy warned. "He's one of Blockhead's buddies."

"NO! BAWK! Wait!" Astrodactyl activated his jetpack and flew in-between them, hovering in midair. "This is Simon, one of Erza's old friends. He's on our side now." He squawked.

"Yes! He's right." Simon clarified. "Trust me I am on your side. This whole time I've just been pretending to be under that lunatic's spell. It was the only way I would be able to stop him."

Natsu and Happy turned to Astrodactyl, who nodded in response. The two were wary to believe Simon, and for obvious reasons. But if Ben trusted him, then they should at least give him a chance.

"Alright then, we believe you. So, who is this Jellal guy anyway?" Natsu asked. "And why's he making us all play this ridiculous game in the first place?"

"He's got a twisted sense of humor." Simon answered. "He's the twin brother of Siegrain, a member of the Magic Council. I assume that's how he knows that they're planning to fire the Etherion."

Natsu cocked a brow in disbelief, and said, "So this all just a fight between two brothers?"

Simon turned away with a thoughtful look. "It's possible. I don't know the specifics of their relationship, or why they are at odds."

Before anything else could be said, a voice intruded on their conversation. "Ho-HOU!"

The quartet turned to see the rocket-propelled owl-man land on one of the many chains that hung around the room. Fukuro crossed his arms over his massive, broad chest and stared down at the four.

Happy cried out in terror whilst Simon's eyes widened in shock.

"No. It can't be!" Simon yelled, horrified.

"Ho-HOU!" Fukuro pointed an accusing finger in Ben, Natsu, and Happy's direction. "I will not tolerate the breaking of rules. Prepare yourselves to be punished in the name of justice!" the owl-man then took a battle stance. "Fukuro, the knight to true justice, has arrived!"

Astrodactyl arched a brow ridge. "Justice?"

"A bird!" Happy cried out.

"Yeah" Natsu said with wide eyes. "Some kind of weird justice bird."

Simon quickly got in a stance and summoned a purple magic circle. **"Dark Moment!" **

Without warning, the entire room was blanketed in black; it was so dark, the group couldn't see anything in front of them. The only visible light was the green after-burn from Astrodactyl's jetpack.

"I can't see!" Astrodactyl squawked.

"I knew we shouldn't have trusted that guy!" Happy cried desperately.

"Let's get out of here!" Simon's voice called out through the darkness. "We don't stand a chance against the owl."

Suddenly, Natsu and Happy cried out in surprise when Simon appeared behind them and grabbed them by their shoulders. However, he stopped dead in his tracks when Fukuro flew right past him.

"Ha!" Fukuro changed course and headed straight for the trio. "Even in the darkness, the light of justice shines through! Ho-ho-HOU!"

The owl-man extended his right hand, which illuminated a bright gold light. Simon didn't have time to react before the golden light smacked into him, sending him flying back where he slammed into the roof of a cage. The darkness in the room instantly faded away soon after.

"Simon!" Ben yelled.

Fukuro cocked his head far to the left. "You see?"

"Hey man….you doing okay?" Natsu inquired, concerned.

Simon groaned as he weakly lifted his head off the metal of the cage. "These guys mean business." He managed to get out. "They're assassins from the Death's Head Order."

"ASSASSINS HAVE GUILDS TOO?!" Happy screamed.

"They belong to one of the Dark Guilds." Simon explained. "They refuse to take on any regular jobs. They make their living by accepting requests that involve using their magic to take lives for money. The wizards we're up against are the Trinity Raven. They're responsible for killing every single officer in the western army in the Cabria War. Their power is legendary."

"So you're telling us that bird-brain here is really some kind of super-killer?!" Happy squealed fearfully.

"Ho-ho, ho-hou! And if you're able, we'll kill you!" Fukuro declared threateningly.

Astrodactyl glowered at the owl-man intensely. Fukuro claimed to be serving justice when he was really just a deadly assassin. This made Ben's insides boil in rage. People like this Fukuro were the worst type of scum.

"They're professional assassins! You cannot defeat them!" Simon shouted.

"Ha! Watch us." Ben retorted.

"Salamander," Fukuro turned to Natsu, "word back at our Guild is that you are responsible for many evil deeds." The owl-man then turned to Astrodactyl, who was hovering ten yards to Natsu's left. "And you, Ben Tennyson, powerful Take-Over wizard, rumor is spreading that you were responsible for destroying Mount Infernus, a magnificent natural monument to the people of Volk Springs.

"It is my duty as a knight of justice to see that you two are punished." Fukuro declared.

Natsu ignited his hands with flame while Astrodactyl's mouth sparked with green star energy. Deadly scowls twisted on both of their faces.

"Magic Guilds are supposed to bring like-minded people together so they can share their dreams. They're not places for killers like you to team up."

"How dare you. BAWK." Astrodactyl spoke in an almost inaudible whisper. Suddenly, the volume of his voice immediately rose as the rage in his green eyes intensified at Fukuro. "How dare you claim to be serving justice when all you really do is kill people for money! BAWWK! People who serve justice stand for what is right and protect the innocent." Ben paused as he glared daggers at the owl-man. "You do neither of those. You're no hero or knight of justice…you're a PIECE OF SCUM!"

"Ben! Salamander! I'm telling you two. There's no way you can defeat him!" Simon yelled frantically.

Astrodactyl squawked. "I've beaten plenty of scumbags like this guy before, Simon. I'm not intimidated by this creep!" Ben narrowed his eyes at Fukuro. "This guy is going down!"

"I hate it that there are people out there that would pay someone to commit murder." Natsu snarled, the enraged scowl on his face growing stronger. "I hate it that there are people who would kill for money…and I hate that you're talking like you're in a real Guild! So me and my squawking friend here are gonna have to take you down a notch. You hear me, bird-brain? Let's dance!"

Flames consumed Natsu's body as his anger accelerated to new levels whilst green energy began to sizzle out from Astrodactyl's mouth.

Simon paused and stared up at Ben and Natsu with wide eyes. The expressions on their faces were quite livid. Things were really about to get rough…

"No, little Salamander and Take-Over wizard, you both are so naïve." Fukuro countered, unintimidated by Ben and Natsu's rage bubbling to the surface. "I am doing this world a great service by destroying those who commit evil deeds."

The large rocket pack on Fukuro's back began to discharge bright yellow flames, but he continued to hover in place.

"And since you two are evildoers," Fukuro continued, "you both must be destroyed! **Jet Ho-Ho-HOU!**"

With a burst of incredible speed, the owl-man blasted toward Astrodactyl and Natsu. The battle between the so called 'knight of justice', superhero, and Dragon Slayer had begun.

…

**A/N: Okay, done! Whew…I gotta say, that was pretty entertaining to write. I had three aliens that made their debut, a block-man vs. Bloxx fight, and of course a certain cat lady going crazy over Rath! LOL **

**So Ben and the others know now the truth about Erza's tragic past, and it causes Ben's insides to twist in pain just from thinking about it. I hope I captured his reaction to all of it pretty well. **

**To those who are wondering if Ben will get even with Sho, he will in the next chapter. It'll be very brief though, but it will be suitable payback and gets the point across that Ben didn't appreciate getting kicked while tied up. No spoilers…**

**Anyways, I just wanted you guys to know that ****_Phoenix dragon slayer_**** was kind enough to draw a picture of Upgraded Erza from Chapter 17. The link will be on my profile page. Check it out! **

**The Magic Council scenes were written by ****_TallGuy94_**** and edited by yours truly. **

**Again, thank you for all the support. It really pushes me to move forward. Expect the next chapter out within a week or two. But if something comes up, I can't make any promises. **

**Please leave any critique and/or comments in the review box. Remember, flames will be frozen by Gray, and then eaten by Upchuck; who will then spit them back at you as green explosive ice shards. You have been warned…**


	21. Tower of Heaven Pt 3

**A/N: Okay, I would really love to thank everyone who has reviewed, favorite/followed this story so far. I know I say this a lot, but I really do mean it.**

**Anyways, I have an announcement to make. It seems I have an anonymous reviewer who keeps complaining in the reviews that Juvia isn't speaking in third person. Okay, let me straighten this out. It's pretty obvious I've been going off of the Fairy Tail English dub, where she doesn't speak in third person like she does in the manga or Japanese dub. Okay? Problem solved. Besides, I like it better with her speaking in first person like a normal character. **

**Alright, now that I've gotten that outta the way, on with the show! **

…

**Ultimate Fairy **

**Chapter 21: Tower of Heaven **

**Part III**

…

_**Previously on "Ultimate Fairy"…**_

_"Magic Guilds are supposed to bring like-minded people together so they can share their dreams. They're not places for killers like you to team up."_

_"How dare you. BAWK." Astrodactyl spoke in an almost inaudible whisper. Suddenly, the volume of his voice immediately rose as the rage in his green eyes intensified at Fukuro. "How dare you claim to be serving justice when all you really do is kill people for money! BAWWK! People who serve justice stand for what is right and protect the innocent." Ben paused as he glared daggers at the owl-man. "You do neither of those. You're no hero or knight of justice…you're a PIECE OF SCUM!"_

_"Ben! Salamander! I'm telling you two. There's no way you can defeat him!" Simon yelled frantically._

_Astrodactyl squawked. "I've beaten plenty of scumbags like this guy before, Simon. I'm not intimidated by this creep!" Ben narrowed his eyes at Fukuro. "This guy is going down!"_

_"I hate it that there are people out there that would pay someone to commit murder." Natsu snarled, the enraged scowl on his face growing stronger. "I hate it that there are people who would kill for money…and I hate that you're talking like you're in a real Guild! So me and my squawking friend here are gonna have to take you down a notch. You hear me, bird-brain? Let's dance!"_

_Flames consumed Natsu's body as his anger accelerated to new levels whilst green energy began to sizzle out from Astrodactyl's mouth._

_Simon paused and stared up at Ben and Natsu with wide eyes. The expressions on their faces were quite livid. Things were really about to get rough…_

_"No, little Salamander and Take-Over wizard, you both are so naïve." Fukuro countered, unintimidated by Ben and Natsu's rage bubbling to the surface. "I am doing this world a great service by destroying those who commit evil deeds."_

_The large rocket pack on Fukuro's back began to discharge bright yellow flames, but he continued to hover in place._

_"And since you two are evildoers," Fukuro continued, "you both must be destroyed! __**Jet Ho-Ho-HOU!**__"_

_With a burst of incredible speed, the owl-man blasted toward Astrodactyl and Natsu. The battle between the so called 'knight of justice', superhero, and Dragon Slayer had begun._

…

Before the Fairy Tail duo could react, Fukuro crashed into them with his left fist slamming into Natsu's abdomen and his right fist into Astrodactyl's torso. The owl-man continued soaring upward at insane speeds with a trail of gold light behind him.

"NATSU! BEN!" Happy cried out, worried.

Astrodactyl's eyes narrowed as his beak twisted into a scowl. He opened his mouth wide and shot out a beam of green energy straight into Fukuro's face. The sudden attack caused Fukuro to let go of Natsu and Ben and careen back a few meters.

"HO-HOU!" Fukuro cried painfully, rubbing his sore face.

Natsu turned his body forward and spotted one of the many chains that hung across the room right in front of him. He grabbed onto it and swung himself right back to Fukuro. He positioned himself to where his feet were in front.

With his legs wreathed in fire, Natsu shouted, **"Fire Dragon Talon!" **

Fukuro saw this and flew to the left to avoid the attack, grabbed Natsu by his right arm, and spun in place a few times. When he gathered up enough momentum, he threw Natsu across the large room. Before he could crash into the rock wall, Astrodactyl caught Natsu and held the mage from underneath his arms.

"Hang tight." Astrodactyl squawked. "I got an idea."

"What is it?" Natsu groaned, feeling a little queasy.

"BAWK! You'll see. It's gonna be a blast!" Astrodactyl replied.

The humanoid pterodactyl blasted forward, leaving a trail of green light behind him. Fukuro spotted the duo coming straight toward him and decided to follow their example.

"**Thruster Ho-Ho-HOU!" **The deadly assassin accelerated toward them as a couple streams of brilliant yellow fire shot out from his twin rocket-pack.

The two jet-propelled combatants flew straight at one another, locked in an aerial game of chicken. Just meters away from colliding with each other, Astrodactyl immediately went straight up and discharged an intense, green propulsion blast from his jetpack.

"Ho-HOU!" Fukuro was caught off guard by the blast and went reeling into a cage down below.

Astrodactyl stopped and hovered in midair. His attention was then caught by the sounds of sickly groans. He looked down to see that Natsu's face had turned green and his cheeks were puffed out due to his motion sickness.

"OH C'MON! BAWK!" Astrodactyl shouted in chagrin. "How are you sick already?!"

"Here," Happy flew up to the pterodactyl-like being and relieved Ben of Natsu. The moment Happy grabbed onto his black vest, Natsu perked up a bit. "Ugh…thanks little buddy. I feel better now." He grinned as his facial color returned to normal.

Astrodactyl blinked, confused. "How is it that you get motion sick with me and other forms of transportation but not Happy?"

Natsu turned to Ben incredulously. "Are you serious?! Happy's not a form of transportation! He's my friend. I mean…duh."

"I'M YOUR FRIEND TOO, YAH MORON!" Astrodactyl squawked indignantly.

Fukuro quickly recovered from the propulsion attack and, with a surge of speed, blasted towards Ben. "Ho-ho, interesting abilities, creature," Fukuro commented, "but evil cannot triumph over justice!"

Golden light gathered around Fukuro's right fist as he delivered a fearsome punch into Astrodactyl's chest. The Omnitrix bearer squawked painfully as he went sprawling back and crashed through two cages.

"Why you," Natsu snarled. "Happy, throw me at him!"

"Aye, sir!" Happy replied determinedly.

Happy spun in place a couple times before throwing Natsu straight at the owl-man. Flames ignited around his right fist as he cocked it back. **"Fire Dragon Iron Fist!" **

Fukuro didn't flinch from the incoming attack. The dangerous killer simply ducked under Natsu's flame-coated fist and grabbed onto his right leg. Fukuro spun around and threw Natsu into Happy. They both slammed into the roof of another cage below, throwing up a dust cloud.

"Natsu! Happy!" Simon yelled, concerned.

Natsu and Happy were both lying on their stomachs; the latter had his eyes closed and was semi-unconscious. The Dragon Slayer groaned lightly, lifting his head up to glare up at the owl-man. Twin torrents of exhaust blasted out from Fukuro's twin rockets as he soared toward the duo.

"Ho-Hou! Face the light of justice, Salamander!" Fukuro reared back his right fist, golden light casting off of it.

All of a sudden, Fukuro was halted when a green energy whip wrapped around his right wrist. Astrodactyl pulled back and swung the owl-man around him at blinding speeds. Ben then disengaged his energy whip, which sent Fukuro flying across the room and crashing into another cage.

Astrodactyl came down and landed by Natsu, who was steadily returning to his feet. "BAWK! You okay?"

Natsu grunted. "Fine…that hurt though."

The duo's attention was regained by Fukuro, who had quickly recovered from Astrodactyl's attack. He hovered above Astrodactyl and Natsu with his muscular arms folded over his broad chest. Needless to say, Fukuro was impressed by his opponent's abilities and strength; especially Astrodactyl's since he too seemed to possess Jet Magic and another type of weapons magic he was unfamiliar with.

"Impressive," Fukuro commented, "you two are a lot stronger than I expected you to be; especially you, Take-Over wizard. This job may actually prove to be a challenge for once."

Simon watched the spectacle with a nervous drop of sweat racing down his face. Although Ben's current form seemed to have an advantage over Fukuro that still didn't mean Simon wasn't apprehensive of the owl-man's strength.

"I knew they'd be tough to beat…but I had no idea." Simon noted, wide-eyed. "And to think…there are still two more members."

…

Currently, at the top of the tower, Jellal continued to sit on his throne. He had been watching the entire fight between Ben, Natsu, Simon and Fukuro unfold since it started. Jellal turned to his circular game board attached to the side of his right armrest. He picked up a brown owl piece and moved it forward, knocking over a castle wall-shaped piece in the process. This indicated that Fukuro had defeated Simon.

"Shame on you, Simon," Jellal chastised calmly. "Defeated so easily at the start of the game."

He then picked up a red dragon piece and a black/green mini-hourglass and placed them side-by-side in front of the owl piece. Jellal's right hand held his chin in an intrigued manner. "Our next match is Fukuro versus Natsu Dragneel and Ben Tennyson. I was very much looking forward to facing one of those two or possibly both myself, but the odds do not look promising."

Jellal paused as another thought entered his mind. "However…I shouldn't jump to conclusions just yet. This Ben Tennyson has proven to be a powerful, capable individual…as well as Dragneel. Perhaps I will get the matchup that I desire after all."

…

**Era **

In the Magic Council Headquarters, the council had come to a decision of whether or not to use Etherion to destroy the Tower of Heaven.

"Regarding our debate over whether or not to attack the Tower of Heaven," Org announced, "the final vote stands at four in favor and five against. Therefore, the council has decided against firing the Etherion Cannon at this time."

Siegrain gritted his teeth. To say he was frustrated with his colleagues would be an understatement. He knew of Jellal's intentions and that he would stop at nothing to achieve his twisted dream.

"You fools!" Siegrain exclaimed. "Extreme threats can only be countered by extreme measures!"

"Watch your mouth, Siegrain." Org rebuked sternly. "We have made our final decision. We believe it is possible to reach a peaceful solution."

"I'm telling you, you're wrong!" Siegrain countered. "While we're here wasting our breath debating the issue, Jellal is coming closer and closer to resurrecting the dead! I know you've felt it…the negative energy that's been slowly spreading across the land. It's because of the man he's attempting to bring back from the grave!"

"And who is that?" Leiji asked.

"Stop beating around the bush and get to the point." Michello added.

"I dared not speak his name, afraid that any mention of him would cause widespread panic should word get out. But you've left me no other choice…" Siegrain explained.

"Just tell us who you're talking about!" Leiji demanded.

"Explain yourself," Org said.

"He's resurrecting _Zeref_!" Siegrain yelled.

The eyes of every councilmember, save for Ultear, widened exponentially as their mouths slightly gaped open. Needless to say, the Councilors were shocked at this revelation. Jellal was attempting to revive the most evil Black Wizard the world had ever known. They all began muttering amongst themselves in apprehension. Ultear remained silent and closed her eyes in understanding.

"And you're absolutely certain of this…" Org inquired, opening his left eye. "You're sure?"

"I am." Siegrain responded. "I know Jellal's motivations all too well." He narrowed his eyes. "Such is the bond between twins…I call for another vote."

…

"Ho-HOU!" Fukuro flew toward Natsu, intending to deliver a torpedo kick.

Salamander quickly held up his left forearm and blocked the attack; however, it did make him slide back a few feet. That's when Astrodactyl decided to jump in. He activated his jetpack and blasted toward Fukuro, engaging his energy whip while doing so. The pterodactyl-like alien slashed his whip diagonally across his adversary's chest, which sent him flying back.

Astrodactyl then wrapped the whip around Fukuro's left ankle and forcefully reversed his momentum. Ben flew higher in the air as he began to spin Fukuro around him.

"BAWK!" Astrodactyl squawked. "Get ready, Natsu! I'm bringing bird-brain back to you."

"Got it!" Natsu crouched low and leaped up, igniting his legs in fire.

Ben then deactivated his energy whip and sent Fukuro hurdling toward Natsu. When the owl-man got within range, Natsu performed a flame-covered roundhouse kick on Fukuro's face. "**Fire Dragon Talon!**"

Fukuro let out a painful "Ho-Hou!" as he went careening back and crashed into yet another cage. A small dust cloud was thrown up from the impact. When the dust settled, Fukuro got up unscathed; however, his head was nearly twisted all the way around. He placed both hands on either side of his face and, after a couple sickening pops, he straightened his head back into place.

"Sorry to disappoint you." Fukuro taunted.

Astrodactyl cringed uncomfortably. "Okay…that's just…disturbing."

"Ho-Hou! And now the mighty hammer of justice will fall upon you-HOU!"

Fukuro crouched down as the thrusters on his rocket-pack activated. **"Missile Ho-Ho-HOU!" **

Suddenly, Fukuro's twin rockets disconnected from his back and blasted straight for Astrodactyl and Natsu. The former simply banked right while the latter sidestepped to the left to avoid the attack.

"Wow!" Natsu remarked sardonically. "Way to miss your target, dodo!"

"Seriously" Astrodactyl added, and then squawked. "You weren't even close, owl face."

However, like a boomerang, the rocket-pack arched downward and circled back toward Natsu. The pink haired wizard was quick to jump over the incoming rockets. Once again, the rocket-pack circled back.

"Owl Hands, NOW!" Fukuro shouted.

All of a sudden, two mechanical arms extended from the rockets; much to Astrodactyl's bewilderment and Natsu's shock. When the twin missiles zoomed by, the arms snatched up Natsu and the rockets began to spin him around in a circle at fast speeds.

Astrodactyl's eyes widened. He immediately knew Fukuro was trying to weaken Natsu by using his motion sickness; in fact, this kind of reminded him of when he used Gravattack to defeat Natsu a week ago. Natsu cried out as the rockets' speed increased and his vision blurred.

"Around the world you go-HOU!" Fukuro mocked.

Simon stared up at the scene in slight shock. "His attacks are so…bizarre." He commented.

As Happy regained consciousness, he could hear Natsu's screams. He looked up to see his best friend being spun around in a circle by Fukuro's rocket-pack. "NO! SLOW DOWN!" Happy shouted, frantically.

"I know my opponent's weakness very well, Salamander!" Fukuro said smugly.

"Oh no! It's transportation!" Happy cried.

Simon looked at Happy, who was flying above a cage to his right. "What do you mean?" He asked, confused.

"Natsu gets super motion sick!" Happy answered.

"Weaken your prey before you go in for the kill. That's the first rule of hunting." Fukuro stated.

Astrodactyl narrowed his eyes angrily at the owl-man.

"Did you forget about me already, bird-brain?!" He reared back his head and discharged a green star-beam straight at Fukuro. The assassin swiftly jumped to another cage on his left while Astrodactyl's attack destroyed the cage he had previously standing on.

"BAWK!" Ben turned his attention back to Natsu and flew toward him. "Hang on, Natsu!"

Astrodactyl engaged an energy whip once more, twirled it above him, and skillfully slashed it across the mechanical arms that were holding Natsu, promptly slicing them in-half. The Omnitrix bearer then scooped Natsu up again. He glanced down at his pyrokinetic friend, only to see that he was thoroughly nauseous.

"Ugh…terrific," Astrodactyl murmured.

The rocket-pack returned to Fukuro and reattached to his back. "Ho-Hou! I cannot tolerate your interference anymore, Take-Over wizard. It is time that I bring you to justice. **Jet Ho-Ho-HOU!**"

Fukuro surged straight for Astrodactyl with a trail of yellow light behind him. Astrodactyl turned around and focused more power into his jetpack. Fukuro gave chase to Ben around the entire room. Astrodactyl narrowly maneuvered around every cage and set of chains in his path, but the Trinity Raven member was persistent and kept on his tail.

As Astrodactyl kept his distance from Fukuro, he glanced down at Natsu to see his motion sickness getting worse. "Great," he muttered sourly, "Bad enough I got owl-brain catching up to me, but now I gotta carry a sick passenger to boot."

"You cannot escape justice, Take-Over wizard! Ho-HOU!" Fukuro's twin rockets discharged a bigger torrent of yellow fire, promptly granting him a burst in speed.

Astrodactyl glowered back at him. "Watch me!"

Without warning, a powerful, green propulsion blast fired out from Astrodactyl's jetpack and slammed into Fukuro. The owl-man lost control and hurtled into a cage below for the umpteenth time.

To keep Natsu from puking on him, Astrodactyl landed on top of a cage and sat Natsu down. He fell to his knees with his cheeks puffed out.

"Man. That motion sickness of yours will be the death of you one day, Natsu. BAWK!" Astrodactyl commented.

Natsu groaned as he steadily returned to his feet as his queasiness faded away. He glared down in a burning anger at Fukuro, who had recovered with his collision with a cage.

"I'm gonna make that dodo pay for spinning me around!" Natsu exclaimed furiously.

Without warning, the Dragon Slayer jumped off of the cage and barreled down at Fukuro.

"Natsu, wait!" Ben protested; however, it was too late.

Natsu cocked back his fist and ignited it with flames. **"Fire Dragon…"**

Fukuro quickly crouched low and leapt directly to the fire wizard. **"Capture Ho-Ho-HOU!" **

Before Natsu could complete his incantation, Fukuro opened his mouth impossibly wide and swallowed Natsu's upper body. Astrodactyl, Simon, and Happy sharply gasped in shock, which only intensified as Fukuro continued to gobble Natsu down.

"HE'S EATING HIM LIKE A SANDWICH!" Happy cried, mortified.

Astrodactyl's eyes bulged out while his beak hung open. Shock and disbelief was etched into his expression. Ben hadn't felt this flabbergasted since the time he thought that Erza had destroyed the moon back on Galuna Island a couple months ago.

"W-W-Wha…?!" Ben stammered.

All of a sudden, a raven haired figure fell from the ceiling and smoothly landed right behind Simon without notice. The figure was none other than Gray, who was as shirtless as ever. The ice mage had been running down a corridor, trying to find Sho. After Jellal had made his announcement over the tower's PA system, Sho had panicked and trapped Erza in one of his magic cards.

While Gray was searching for Sho, he had heard commotion coming from an open doorway. He consequently hopped in to investigate. However, the onyx haired wizard was taken aback when he spotted a bizarre-looking owl-man with a rocket-pack strapped to his back.

"What is that thing?" Gray asked.

Simon glanced back, startled by Gray's appearance. "You're here?"

Gray ignored Simon's confusion and felt his eyes widen when he noticed something else. "And what is it doing to Natsu?"

Fukuro pushed the rest of Natsu's body inside his mouth and swallowed him!

"He swallowed him whole!" Happy yelled.

"BAWK! How is that even possible!?" Astrodactyl squawked, dumbfounded.

Ben paused and mused for a moment. He realized he had no room to talk; after all, Upchuck could eat things that were multitudes bigger and heavier than his own size. Nevertheless, that still didn't mean Ben wasn't shocked when he saw his pyromaniac friend get eaten alive!

"My prey is not only tasty, but I gain their magic as well." Fukuro said tauntingly.

Astrodactyl shook away his shock and narrowed his eyes at the owl-man. He flew at Fukuro and engaged his energy whip, swinging it above his head. Ben wasn't the only one charging at the Trinity Raven member. With eyes full of rage, Happy soared toward Fukuro perpendicular to Ben.

"GIVE HIM BACK TO ME NOW!" Happy yelled.

"BAWK! You better spit him back up if you know what's good for yah, dodo!" Astrodactyl shouted with equal ire.

When Fukuro turned around, it could be clearly seen that his facial appearance had changed. A tuft of pink hair had grown from his forehead and his eyes had turned white.

Shockingly, Fukuro reared back his head and a blazing torrent of flames tore out of his mouth. **"Fire Ho-Ho-HOU!" **

Astrodactyl and Happy were completely taken by surprise and faced the full blunt of the fire attack. The duo went careening back and collided with the roof of a cage hard.

"Impossible…" Simon muttered.

"Ben! Happy!" Gray panicked

Thin trails of smoke wafted off Astrodactyl and Happy's bodies. The duo had sustained slight burns and scrapes. Happy's body was overflowing with pain as he struggled to stay conscious. For Ben, he wasn't too badly hurt. The form he was currently in was quite durable; nonetheless, he still felt the pain from that blow.

Astrodactyl groaned as he sat up, rubbing his aching forehead. "Man…" he squawked groggily, "just when I thought things couldn't get any weirder."

"When he devoured Salamander, he somehow gained his magic powers." Simon deduced.

"Weren't expecting that, were you-HOU!" Fukuro mocked; his right fist shrouded in Natsu's flames.

Simon lightly gasped as he took a cautious step back. "Their strength combined is terrifying."

A pyrokinetic-powered Fukuro held out his hand and summoned a fiery magic circle. "And now for the final blow! Ho-HOU!" Another flaming torrent blasted out from the magic seal and struck the cage Astrodactyl and Happy were on with enough force to break the chain, causing the cage to fall to the floor below.

When the dust cleared, Astrodactyl was hovering in the air while Gray was hanging onto a rusted chain with a semi-conscious Happy in his arms. By the time he had grabbed Happy; Ben had regained his bearings and gotten out of the way in time.

"Yep…that fire's pretty hot alright." Gray commented.

"Gray…" Happy said weakly.

"Ho-HOU! And who are you?" Fukuro inquired.

Gray ignored the owl-man's question and looked back at Simon. "Hey! I thought you were gonna catch that Sho guy and rescue Erza!" He yelled indignantly.

This immediately captured Ben's attention. He looked at Gray with an alarmed and confused expression. "What?!"

"That's where I was heading until this thing showed up." Simon responded.

"We don't have time to mess with him." Gray let go of the chain and landed on a dangling cage below. "We've got to find her."

"HOLD UP!" Astrodactyl flew down to Gray's eyelevel. "What are you talking about? What happened to Erza?"

"After Jellal gave that announcement for his stupid game, Sho trapped Erza in one of his cards and ran off." Gray explained. "We've got to find them." He paused as he gently laid Happy on the cage's roof. "Because if we don't, there's a good chance she'll wind up as Jellal's sacrifice. Normally I'm sure she'd have no trouble taking him down on her own, but she's helpless as long as that pyscho friend of hers has her trapped inside that card."

Simon lowered his head in shame. "I'm sorry. I thought Sho could handle the truth. I never thought he'd go berserk like that."

"Gray," Happy begged weakly with tears streaming from his eyes, "save him. He needs you."

Gray was silent for a moment as he contemplated their current situation. Sho had Erza trapped inside a magic card and could be anywhere in the tower. If something wasn't done soon, she could be captured by Jellal and used as his sacrifice. To top it off, now a strange owl-man had eaten Natsu alive. He considered his options and finally hatched a plan.

The ice wizard stood up with his fists clenched. He turned his determined gaze to Astrodactyl. "Ben, listen to me, you need to get outta here and find Sho!"

"BAWK! What about Natsu?" The Omnitrix bearer queried.

"Don't worry about him." Gray assured firmly. "I'll take care of this freak and save his sorry ass. But you need to catch Sho and rescue Erza. You're the only one in here who can find them in time."

Astrodactyl contemplated for a moment and realized that Gray was right; however, Ben wasn't entirely comfortable with leaving the ice-make wizard to fight Fukuro alone.

He looked at Fukuro and then back to Gray. "Are you sure you can take him?" He asked anxiously. "This guy is tough."

"Hell yes I can!" Gray retorted determinedly. "What are you still doing here?! GO!"

Astrodactyl nodded and reached up to slap the Omnitrix dial on his left shoulder. His body was instantly consumed in emerald light. When it faded, floating in the air was a white ghost-like being with black cracks across its body. The Omnitrix disk was positioned on its chest.

"**Ghostfreak," **Ben whispered eerily. He looked down at Gray with his one eye and said, "Kick his ass twice as hard for me."

Ghostfreak became invisible and left the room by phasing through the rocky roof.

Gray felt better knowing that Ben was now on the search for Sho. He was confident that the shape-shifter could find him and save Erza. With that out of the way, the ice mage refocused on the matter at hand.

"When are you gonna learn to stay out of trouble? This is the last time I'm putting my neck on the line for you, Natsu." Gray turned to face Fukuro with rage in his eyes. "YAH HEAR?!"

Natsu's muffled yells could be heard from Fukuro's stomach.

"The digestion process has begun!" Fukuro declared. "In a mere ten minutes' time, Salamander's body will be completely dissolved into my own. Once that happens, I'll gain his magic powers permanently and then use them to bring you to justice!"

All of a sudden, waves of fiery energy wafted off of Fukuro's body. Gray jumped to the cage that Fukuro was standing on. The fire-powered owl-man and ice wizard were staring each other down.

"Oh yeah, I wouldn't count on it buddy." Gray retorted, getting in a fighting stance.

Fukuro got in a battle stance as well. "You'll fall too-HOU!"

"**Ice Make: Lance!" **Gray incanted as he shot a barrage of icy lances from his hands.

Fukuro whipped his head back and placed his hands over his mouth like a trumpeter. **"Fire Dragon Roar!"** He bellowed.

Gray was shocked when a torrent of flames blasted out from Fukuro's mouth.

"WATCH OUT!" Simon yelled. "HE'S TWICE AS STRONG NOW THAT HE CAN USE SALAMANDER'S POWER!"

Gray's ice lances were easily evaporated from the intense heat of the fire. Gray held up his arms to shield himself as the blaze engulfed him entirely.

"HO-HOU! You should know that ice is no match for fire!" Fukuro proclaimed, still shooting a stream of flames at Gray.

"AAARRRGGGHHH!" Gray could no longer suppress his yells of pain. The heat from the inferno consuming him was extreme.

"GRAY!" Simon and Happy shouted.

"It's no use!" Fukuro stated loudly. "Your friend was even stronger than you realized. You don't stand a chance against his flames!"

As Gray struggled against the fire, a sudden memory replayed through his mind. It was the day when he had first confronted Erza in the Guild Hall ten years ago. He could remember how angry he was when she had insulted him and warned him to leave her alone.

Gray clenched his teeth, feeling anger flow through his body. This, in turn, increased his determination and magical power. Despite the flames bearing down on him, a freezing, white mist cast off of his body. Gray let out a loud yell as his magic completely froze all the flames shooting from Fukuro's mouth.

Fukuro's jaw nearly dropped off of his face while his eyes bulged out in shock.

"He was able to freeze the fire…" Simon muttered, astounded.

Gray adorned a smug smirk as he stood confidently with only a few burns littered across his body. "Natsu's flames are way hotter, pal. But I expected that…because you're just some bird-brain poser."

Fukuro crouched low. "That's some impressive power you've got. Perhaps I should capture you too-HOU!"

The flame-empowered owl-man jumped at Gray and picked him up. He shoved his head and left shoulder into his mouth, preparing to devour him whole. However, before Fukuro could swallow him any further, he felt a freezing sensation in his mouth. Suddenly, the assassin's mouth was coated in ice.

"HO-HOU! SO COLD!" Fukuro squealed.

Gray pulled back and jumped onto another cage behind him to put some distance between him and Fukuro.

"I'M NOT GONNA WASTE ANYMORE OF MY TIME PLAYING THESE STUPID GAMES WITH YOU!" Gray roared, glaring daggers at the Trinity Raven assassin. "I'VE GOT MORE IMPORTANT THINGS TO DO LIKE HELPING BEN RESCUE ERZA!"

Gray quickly experienced another flashback of a younger Macao and Wakaba mocking him for getting the crap beat out of him by Erza.

"Erza, I swear I'll bring you back home." The ice mage proclaimed.

As Gray was charging for another attack, another memory from ten years ago played through his mind. It was the evening he had found Erza sitting alone by the canal. He had been about to fight her until he saw something he never expected: she was crying. Just as she was gearing to fight him, he calmed down and asked her why she was always alone. Erza replied that she preferred to be alone because she would get nervous around other people. Gray then asked why she was crying if she was alone now.

Erza didn't have an answer for that. The two then sat together on the canal bank, simply enjoying each other's company. That day was the birth of their friendship.

Gray and Fukuro both let out battle cries as their fists connected. The former had bluish-white, icy energy flowing around his arm while the latter had intense, orange flames around his. After a moment, Gray was forced backwards and landed on another cage.

"Out of my way," Gray growled as he summoned a magic circle. An icy mist covered his forearms and hardened into a pair of sharp ice blades, causing Fukuro to arch a brow in confusion.

Gray leapt into the air, twirled his body around, and slashed his twin ice swords across a surprised Fukuro. **"Ice Blade: Seven Slice Dance!" **

The owl-man assassin cried out in agony from Gray's attack. When the black haired wizard fell to a knee, his ice blades shattered into pieces. He lifted his head up to see Fukuro careening back uncontrollably. Natsu was promptly heaved out from Fukuro's stomach just before the assassin crashed into a cage. Said cage then broke off from its chain and plummeted to the floor below.

"He beat him!" Happy cheered.

Gray stood stationary as he panted lightly, lost in thought. _'She kept her heart shielded in armor because she thought that was the only way to keep it from breaking again…but it didn't stop the pain.' _He thought solemnly.

"Natsu," Happy laid his head on Natsu's unconscious form, shedding tears of joy that his best friend was alive.

"That…was incredible." Simon commented, wide-eyed in astonishment.

"I hope she knows that her friends in Fairy Tail are ten times better than any armor." Gray mused out loud. "With us around, she'll never cry again."

Simon gaze up at Gray, still amazed over how he managed to defeat a member of Trinity Raven.

"Gray Fullbuster…he's more powerful than my investigations lead me to believe." Simon said to himself.

Exhaustion caught up with Gray as he fell to a knee with his head hung low. Happy saw this and began to worry. "You okay?"

"We're running out of time…" Gray said in a strained voice. He had pumped a lot of his magic power into that final attack. "…Ben…it's up to you…rescue Erza…" The ice wizard succumbed to unconsciousness and collapsed on the roof of the cage.

"Gray! You can't go down too!" Happy cried.

"Is it possible his concern for his friends increased the strength of his magic?" wondered Simon. The muscular man glanced over to Happy, who was trying to get a thoroughly motion sick Natsu to wake up. He smiled proudly. "You couldn't have chosen a better Guild, Erza."

…

**Era **

The Magic Council had finally reached a decision. The Etherion would be fired at the Tower of Heaven in one hour's time. Several council employees scrambled about in their preparations for firing the extremely powerful weapon.

Meanwhile, Yajima, a member of the council, steadily approached the office of his fellow councilmember, Siegrain. Inside the office, Siegrain had his head lowered, his eyes closed, and his arms folded over his chest. When he heard a knock at the door, he and Ultear, who had joined him in his office, turned to the door.

"Enter." Siegrain raised his head and opening an eye.

Yajima opened the door and walked into the room. "Please forgive my intrusion."

"Yajima" Siegrain stood up from his desk to greet his fellow councilor. Yajima walked over to the window behind Siegrain's desk.

"I'm sorry, Sieg, but I don't think this is a wise move." Yajima insisted. "Surely an intelligent man like yourself could come up with a more peaceful way of resolving this volatile situation."

"I wish there was another way, but the consequences of Zeref's resurrection are just too dire." Siegrain replied gravely. "That's why we must stop him by any means necessary. You understand, don't you, elder?"

Yajima sighed and lowered his head. "Yes we must stop Jellal, I agree." He conceded. "But can you live with the consequences of today's vote…?"

"Of course," Siegrain answered. "That's a burden I'm willing to bear."

The small councilmember turned to face the blue haired wizard with a serious, angry expression; veins bulging from his temples. "THIS BLAST COULD KILL THOUSANDS OF INNOCENT PEOPLE! Including your own twin brother! I hope you realize that the burden of his death and the countless others that will fall alongside him will fall squarely on _your_ shoulders! Do you?!"

Siegrain looked straight at Yajima with seemingly empty eyes.

"I know what is at stake here…and I'm prepared to do what I must." Siegrain stated.

…

In the Tower of Heaven's throne room, Jellal continued to sit on his throne in the eerie darkness. He raised his head and smiled ominously. "…So, your move now, but you'd better hurry. Soon, the light will rain down upon our heads…"

…

In one of the many corridors in the Tower of Heaven, a pale, ghost-like being phased out from the floor and became visible. Ghostfreak hovered forward a few feet before tapping the Omnitrix dial on his chest. In an emerald flash, he transformed back to Ben.

The brunette sprinted down the hallway with a hard, determined expression etched onto his face. Ben decided to wait a minute before using the Omnitrix again. He had a feeling before the day was over, he would need every ounce of power it could spare.

He continued running forward, taking in deep breaths of oxygen. "I gotta find them." Ben told himself. "I gotta save her…Erza…" Ben reflected on a memory that had transpired five days ago.

…

_Ben and Erza were in a magic-mobile, driving on a dirt road back from their successful mission in Peony; despite the fact that they had destroyed a volcano. The former had transformed into Feedback and powered the vehicle to the halfway point. When the Omnitrix finally timed out, Erza used her own magical energy to fuel the car the rest of the way. _

_The duo discussed various things during the drive; however, the main topic was smoothies. Erza asked what other kinds of strawberry flavors Ben could create. The teen hero simply smirked and replied, '_The possibilities are endless_.' _

_That answer caused Erza's throat to become dry and a trickle of blood to drip from her nose. She had almost driven the car off the road until Ben brought her out of her awestruck trance. _

_Currently, Ben was telling Erza of the time when he had traveled to yet another universe and helped a guy named Rex Salazar stop a monster made of nanites. Erza listened attentively, amazed by the tale; although, she still found it to be difficult to believe. _

"_A monster made of nano-machines? A boy who can morph his appendages into mechanical weapons? I find that…highly unlikely." Erza said skeptically._

_Ben shrugged. "Is it as difficult to believe as a guy who can transform into dozens of super-powered beings from other planets, and who's saved the world countless times and the universe on a few occasions?" _

"_Well…no," Erza admitted. _

"_And yet…here I am." Ben smirked shrewdly. _

_Erza smiled and looked away with closed eyes. "Touché, Ben. I must admit though, I do find it fascinating that other worlds exist and that you have traveled to them." _

"_Well, this is the only other universe besides mine and Rex's that I've been to. I gotta say… that day was rather interesting." Ben's smile soon faded into a frown as a gloomy thought entered his mind. He had only been in Rex's universe for less than one day. He had been in this world for a couple months now, and wasn't any closer to getting home. _

_Ben pondered on how and why Professor Paradox hadn't showed up yet. From what he knew, Paradox could normally go anywhere throughout space-time. Did Paradox even know where he was, or how to get him back? _

_It was then that the full weight of Ben's situation sank in again. He was trapped in a magical world he did not fully understand yet, separated from his friends and family for who knows how long…possibly forever. Though the people at Fairy Tail were great, he obviously still missed his family and friends. _

'Mom, Dad, Grandpa Max, Gwen, Kevin….will I ever see you guys again?' _Ben wondered. _

_Erza glanced at Ben and saw him wearing a dejected frown and a thoughtful expression on his face. She had seen a similar look from him back in the hotel room last night. _

"_Ben, is something wrong?" Erza asked, her voice filled with concern. _

_Ben didn't answer immediately, still gazing off into space. The teen hero let out a deep sigh before he complied, "It's just…I really miss my folks and my friends. I wonder if I'll ever see them again. Don't get me wrong, Fairy Tail is great and all…it's just…I still miss my home." _

_Erza was stoic on the outside; however, inside she was feeling sympathy for Ben's situation. The only known way for Ben to get back to his world was a blood-powered ritual, which required the blood sacrifice of over a thousand people, willing or unwilling. It was truly tragic. _

_Though the jacket-wearing teen was steadily adjusting to Earthland and making new friends at Fairy Tail, that didn't mean he didn't miss the people he cared for back home. In fact, Erza would be shocked if Ben _didn't_ miss his friends and family. _

_Without thinking, Erza re-quipped her right arm gauntlet/glove off and laid her exposed hand on Ben's left hand. As a result, Ben was snapped out of his thoughts and turned back to Erza. He blushed lightly and felt his stomach flutter when she held his hand gently and squeezed it. _

"_I can't imagine what it must be like…to be so far from the people you love…the only way back being to commit murder on a quadruple digit scale." Erza paused and looked at Ben with a stern, yet caring expression. _

"_I'm sure you will see them again someday, Ben. Until then, maybe you can come to see Fairy Tail as your family. As you know, the members of our Guild are always there for one another and will always protect each other. I meant what I said back at the hot springs, Ben. If you ever wish to talk about anything, I'll listen…as well as the others." Erza avowed. _

_Ben's eyes widened and his mouth gaped slightly from her statement. He could feel the sincerity in her voice and he could see it in her brown eyes. The longer Ben gazed at Erza, the more he realized how beautiful she truly was. Ben's smile soon returned as a tint of pink flushed on his face. _

"_Thank you, Erza." Ben replied. _

"_There's no need to thank me, Ben. We're friends. And friends are always there for one another." Erza smiled warmly, causing a sudden warm feeling to arise from Ben's stomach. _

'Man.' _Ben thought_. 'Why do I feel like this all of a sudden?'

…

Ben didn't let up on his pace down the stone corridor. That question he had asked himself that day still remained unanswered. Now, the teen hero had another inquiry to add to it. Why did he feel his insides twist so painfully when he saw Erza cry?

The Omnitrix wearer abruptly came to a halt and stood still in the hall. He took deep breaths as a couple drops of sweat raced down his face; a thoughtful expression on his face.

Hearing what horrors Erza had experienced in her childhood still made Ben's heart ache, naturally. He knew that being back in this tower, the object of her nightmares, and with one of her old friends-turned-evil was far from easy on her. He couldn't imagine the plethora of emotions raging through her right now.

Ben clenched his fists tightly. "Erza…" he murmured softly, "…I know this must be very hard on you. I can't imagine what pain you're going through. But I swear…no matter what…I won't abandon you. I won't allow you to die…"

He looked at the Omnitrix, knowing that it was fully recharged by now. He tapped the faceplate and scrolled through the holo-wheel. When he found the icon he wanted, he slapped down the core.

A flash of brilliant green light consumed Ben's body. As the flash died away, standing in his place was an eight-foot-tall, werewolf-like being covered in dark grey fur and a long, flowing onyx mane. It wore a tight, green suit with a white belt and green wristbands. Attached to its neck was a green collar with the Omnitrix symbol, and on his left shoulder was a green Fairy Tail mark.

"**Blitzwolfer!" **Ben howled. He then looked at himself and smirked. "Yes! This dog will definitely hunt…literally."

Blitzwolfer got on all fours and put his sensitive nose to the floor and sniffed a couple times. He then lifted his head and sniffed the air, analyzing the multitudes of scents pouring into his nostrils. After a moment of sniffing, one scent caught his interest.

It was faint, but it there was no doubt that it was sweat and…fear. As Blitzwolfer and Wildmutt, Ben was able to recognize the aroma of a certain pheromone secreted by humans when they were afraid or panicked.

It was definitely worth investigating, and Ben already had a hunch that the source of the smell was undoubtedly Sho. Blitzwolfer locked onto the scent and raced down the corridor.

…

**Era **

Around the Magic Council headquarters, four towers with large lacrimas on top had been raised from the ground around the building, each lacrima was a different color: yellow, blue, red, and green. All four of them were supplying magic power to an even larger lacrima floating above the building.

Naturally, this commotion has many of Era's townspeople concerned.

Inside the headquarters, there was just as much commotion as there was outside. Several humanoid, amphibious beings scrambled around, hovering in magic chairs as four colored magic circles floated around a black spherical lacrima inside.

Many of the councilors observed the preparations for firing Etherion with varied opinions.

"Such a critical decision to make…and while the Chairman is on leave due to his ailing health…" Org noted.

"It is our solemn duty." Leiji stated. "In his absence, we nine remaining councilmembers must do whatever it takes to maintain order."

"There's no need for you to worry, Org." Michello consoled. "I realize we're violating international protocol by initiating this massive attack, but we're protected under Claus 4 of the National Security Directive."

"The legality of this is not my concern." Org dismissed. "Our decision to fire an Etherion blast," he paused and turned to face Michello, "will put innocent lives at risk."

"If Zeref is resurrected, more will be at risk." Michello argued. "Sadly, an evil force of that magnitude can only be countered by such extreme measures."

Meanwhile, on a higher balcony, Siegrain watched over the Etherion preparations quietly with his arms behind his back. He was then approached by Ultear.

"The time has finally arrived, Master Siegrain…" Ultear said.

"Yes…"

"After all of these years, your dream will become a reality." Ultear continued.

"Let me ask you something…are you afraid?" inquired the blue haired councilor.

"No. Not in the least." Ultear responded. "I trust you wholeheartedly and I have complete faith in your judgment."

"Of course you're not." Siegrain countered. "Why would you be? Your life isn't in jeopardy."

"That's true." The raven haired woman conceded.

Unbeknownst to Siegrain and Ultear, Yajima was eavesdropping on their conversation from behind a nearby wall. He was using his Flattening Magic to make his body as thin as paper, allowing him to easily squeeze in tight spaces and hide easier from others, as he was doing now.

"I must admit, I'm a little nervous." Siegrain confessed. "If my plan fails, I will cease to exist."

Yajima's eyes widened upon hearing Siegrain's words. What could he possibly mean by that?

'_What?'_ Yajima thought.

Siegrain clenched his right fist and looked at it with a rather dark expression. "Even so…I consider the risk to my life as small price to pay. I'm so close now…" His expression darkened further into what one would describe as evil. "My destiny awaits!"

Ultear remained stoic and replied, "Yes…"

...

In the Tower of Heaven throne room, Jellal sat calmly on his throne as he eagerly awaited the fruition of his plan.

"Just twenty-five minutes left…" He picked up a piece shaped like an ice crystal and used it to knock over a brown owl piece. This signified that Gray had defeated Fukuro. "…the time has come for us to say our farewells…Siegrain…"

…

In another part of the tower, running down a long corridor was a young man with tan skin and spiky blonde hair. His dark eyes were burning with rage and insanity as he took deep breaths in-and-out of his mouth and nostrils. Only one thing was running through his mind: revenge.

"HOW COULD YOU?!" Sho bellowed at the top of his lungs. "You lied to us, Jellal! You lied to all of us! I won't let you get away with it!"

"_Calm down, Sho!" _Erza consoled from inside the magic card she was trapped in.

"HE'S GOTTA PAY FOR WHAT HE DID!" Sho exclaimed.

"_You're going to need my help to fight him." _ Erza banged against the card's barrier. _"Release me from this card at once!" _

"I can't do that." Sho replied. "I'm sorry, but it's for your own good. You're safe in there."

"_Don't be stupid!" _Erza reprimanded.

The hallway Sho was running through eventually lead into a large, peculiar room. He was currently standing on a wooden bridge with Japanese-style posts on the sides. There was a pond below the bridge and pink petals floated freely across the room, courtesy of the Sakura tree growing on one of the huge boulders in the pond.

Standing across the bridge was a pale-skinned woman with long pink hair tied on top of her head with two large pins. She wore a long white kimono with a red stripe in-between two black stripes around the waist, and a black collar lay snug around her neck. She carried a long katana close to her chest, which had a red and gold hand-guard and was in a red sheath.

The woman took a few steps forward. Sho growled as he brought up eight magical cards between his fingers, prepared to attack.

"Konichiwa. I am the one they call Ikaruga." She opened her calm, but deadly eyes. "Who might you be?"

"Get out of my way, lady!" Sho got in a fighting stance. "Don't make me hurt you!"

"Dear me," Ikaruga sighed, exasperated. "Why must I be burdened with such a boorish man?"

"I WARNED YOU! HYAHH!"

Sho threw out four glowing cards. They came together to make a light blue magic circle, from which dozens of other glowing cards soared out of. Ikaruga did not flinch and stood casually with a smug smile on her red lips. She pulled out her katana and, in one swift movement; she slashed the cards in half with astonishing precision.

"How'd you do that?" Sho uttered with wide, shocked eyes.

Ikaruga continued to stand calm and collected as she smugly smirked at Sho. "My katana is able to cut through anything with extreme precision."

"Well that sword of yours won't scare me!" Sho stated.

He held out four more cards and prepared another attack until an X-shaped gash appeared in the wood underneath Sho's feet. The card mage stood where he was in a petrified position, unable to move a muscle.

"No," He said through a strained voice as he collapsed to his knees, and then fell backwards. "I can't move."

"I just severed your nerves without cutting your clothing or flesh." Ikaruga explained. "Don't challenge my Mugetsu Style."

Ikaruga's eyes widened in interest, spotting the magical card Erza was trapped inside fall to the floor.

"_Let me out of here!" _Erza demanded. The card blinked gold every time she banged against its barrier.

"I can't…" Sho stammered; his entire body trembling slightly.

"Well, well what do we have here?" Ikaruga said. "I wondered where you were hiding, Erza."

"_You've got to release me, Sho! She's too powerful for you to take on by yourself." _Erza reasoned.

"Don't worry about me." Sho assured. "All that matters is that you're safe. I cast a shielding spell on that card; she can't harm you from the outside."

Ikaruga smirked when she heard Sho's statement. "Is that so? Well then," she reached for her katana handle, "then let's test that theory. Shall we?"

"_Your spell won't hold up against her!" _Erza argued, still pounding away against the card._ "That's no ordinary sword she's wielding, it's magical!" _

"You're safe. I promise." Sho dismissed.

Ikaruga took out her lethal blade and delivered a quick slash across the air.

"Trust me…" Sho's eyes suddenly widened when he saw that Erza was now holding one of her silver, magical swords behind the card's barrier. This shocked him, considering his shielding spell prevented her from summoning weapons and armor while inside the card. "She can cut across the dimensional rift?!"

Ikaruga's eyes narrowed at the blonde haired man. Amazingly, as she slashed her sword out in front of her, a barrage of blue magical blasts was discharged. Sho cried out as he went careening back and slammed into a bridge post. Erza relentlessly struck the weakening barrier of the card with her sword.

Sho cringed in pain from the attacks, and opened his eyes in apprehension. "Sister…"

All of a sudden, Erza Scarlet appeared out from a golden sphere of light, kneeling on the ground. "I suspected your attacks would weaken Sho's shielding spell," she opened her strong, determined eyes, "allowing me to cut right through it to freedom."

'_A sword that can cut through dimensions is impressive enough, but her ability to use that power to her advantage is what makes her even more amazing.' _Sho thought, happy tears falling down his face.

"You said your name is Ikaruga? Well I didn't come all this way for you." Erza stated bitterly. "Be gone."

The smug-filled smile never left her face. "My apologies, but I think I'll stay." Ikaruga retorted.

Without warning, Erza was taken by surprise when her Heart Kruez armor cracked and violently shattered into thousands of tiny fragments. She was left wearing only her white blouse and blue skirt. Erza fell to her knee, gritting her teeth as she clutched her left arm painfully.

"Sister…no," Sho muttered worriedly.

Ikaruga's eyes narrowed malignly. "You seem surprised. A skilled warrior like you should've seen that coming." The master swordswoman paused, and then began to sing, "Is what you gaze at…the evil apparition…far beyond the mist?"

"Your single-minded focus on Jellal has rendered you a fledgling novice, completely unaware of my katana flashing about you." Ikaruga taunted.

Erza was silent, glaring darkly at the pink haired woman.

Ikaruga smirked. "Yes, there's the look I've been waiting for."

Sho paled in horror from the serious expression on Erza's face. "I've never seen her like this." He muttered fearfully.

"You may be skilled, but you don't stand a chance against me." the Trinity Raven leader asserted.

"You're my enemy and I will defeat you!" Erza stated determinedly. In a bright flash, Erza re-quipped into her Heaven's Wheel Armor. "I always do."

"I'd like to see you try." Ikaruga reached for her katana.

The two master swordswomen stared intensely at each other for a short moment before Erza charged at Ikaruga. Blue sparks showered over the bridge as Erza and Ikaruga's blades clashed. Erza went back and hovered in the air above her adversary.

Multiple flashes appeared around her as she summoned a dozen magical swords. **"Heaven's Wheel: Circle Swords!" **Erza swiped her twin blades in front of her, sending her swords straight at Ikaruga.

"Hmm…so that's your style. **Mugetsu Style**," Ikaruga said calmly as she swiped her katana forward in a pattern, effortlessly shattering all of Erza's swords.

The fragments from the broken swords pierced the wooden floor around Ikaruga and, astonishingly, none of them even made contact with her.

"That was my Yasha-senku." Ikaruga explained.

Sho's jaw dropped while his eyes widened in shock. "She cut through the swords?!"

When Erza landed back on the bridge, Ikaruga swiped her katana in front of her. Suddenly, cracks appeared around Erza's Heaven's Wheel Armor until it abruptly exploded into pieces. Erza cried out in agony as she careened back a few meters, landing on her feet.

"**Mugetsu Style…" **Ikaruga chanted as orange light illuminated underneath her.

"Please! Be careful!" Sho cried desperately.

"…**Karuda-en!" **A blaze of orange flames formed around Ikaruga. Then, a powerful torrent of fire ripped down the bridge, leaving a charred trench in the ground. The blast nearly sent Sho over the bridge, but he managed to hang onto the edge.

Erza had quickly re-quipped into her Flame Empress Armor and crossed her arms in front of her to endure the inferno; however, the force behind the attack sent her sliding back on the bridge. The re-quipping mage was still on her feet as the flaming torrent dispersed.

"Ah…the Flame Empress Armor," Ikaruga observed, "it's highly resistant to flame attacks, is it not? I'm impressed you were able to re-quip so quickly."

Without warning, the large armored gauntlets on Erza's arms shattered, causing her to clench her teeth in pain.

"How embarrassing," Ikaruga mocked, "to be so inappropriately dressed in that young man's presence. I suggest you adorn yourself with the most powerful armor you possess."

As Sho pulled himself back onto the bridge, he glowered at Ikaruga. "What a monster."

A red magical seal appeared under Erza's feet as red light consumed her body. When it died away, she was now clad in a black armor that was covered in spikes. Her hair was styled in very prominent spikes pointing outwards in every direction, a devilish shadow obscuring her upper face.

"Purgatory Armor Re-Quip complete!" Erza shouted with glowing, enraged red eyes. "You'll regret your arrogance…when I'm through with you!"

Another red magic circle appeared in front of Erza's right hand as she summoned a large, silver sword with black spikes jutting out from one edge to the top.

"No one has seen this armor and lived to talk about it!" Erza yelled venomously.

Ikaruga stood still, unintimidated by Erza's armor. "This is the most powerful armor in your collection? Let's test its limits."

Erza leapt at Ikaruga, letting out a thundering roar. She cocked her sword to its zenith from over her head and brought it down on the assassin. However, Ikaruga jumped back quickly to avoid the attack. Part of the bridge was ripped apart while a wall of water from the pond below was thrown up from Erza's powerful slash.

Titania slashed her sword in front of her, sending a strong gust of wind into Ikaruga. The pink haired woman chuckled amusedly as she slashed her katana at the gust. As a result, the wooden boards of the bridge were ripped apart and reduced to splinters.

With a deadly glint in her eyes, Erza crouched low and leapt into the air. She let out a fearsome cry as she came back down at Ikaruga, intending to strike her. The insanely fast swordswoman jumped back to dodge the lethal blade. When Erza's sword struck the ground, she jumped toward her opponent and slid the end of her katana along Erza's giant sword, throwing off sparks. She then delivered a swift swipe at Erza's Purgatory Armor before landing a few meters behind her opponent.

The Fairy Queen felt her blade grow heavier as she hunched over. Erza screamed loudly once more as her Purgatory Armor shattered into pieces, leaving her only in a few tattered articles of black cloth. Erza collapsed to her knees, a wave of agony flowing through her.

"I'm sorry, but you can't say I didn't warn you." Ikaruga said arrogantly. "You made a valiant effort but there's no armor in existence that my katana cannot cut through. Admit your defeat."

'_No. This can't be happening. It's impossible.'_ Sho thought dreadfully. _'She can't lose…' _

Erza's lips quivered as her body lightly quaked in pain. She kept her mouth shut and suppressed her painful cries. She wouldn't dare give this arrogant bitch the satisfaction of hearing her scream again.

'_What can I do?' _Erza pondered inanguish._ 'Not even the Purgatory Armor stood a chance against her blade. How can I possibly defeat her when my armor is ineffective?' _

"_C'mon, Erza. The answer is quite simple." _A familiar voice said inside her mind.

Erza's eyes snapped open in surprise from the voice. "That voice…Ben?" She murmured lowly.

Suddenly, an apparition of Ben Tennyson appeared in her mind. He was wearing his usual attire: his green hero jacket, black t-shirt, blue jeans, and sneakers. He wore a determined expression on his handsome face.

"_Don't let that snotty bitch push you around like this." _the Ben apparition encouraged._ "You're stronger than this, Erza. I've seen it. I meant every word back at the resort, 'With or without armor, you're still Erza Scarlet: the strong, beautiful, determined woman that I've gotten the pleasure to know these past two months.' If you can't beat her with armor, then you're gonna have to do without it." _

Erza's eyes widened as her mouth gaped slightly. A light blush grew on her face from Ben's statement calling her strong and beautiful, even though it was only a vision in her mind. Erza's brows furrowed as her determination swiftly returned. She shakily got back to her feet and turned to face Ikaruga with a renewed and hardened gaze.

Without a word, golden light engulfed her body. When it died away, Erza was now wearing a pair of long red pants with orange flames at the bottom. Said flames reached up to her knees and were outlined in black. The only article of clothing on her upper body was a long strip of cloth wrapped around her impressive breasts. Her hair was tied back into a long ponytail and a couple bangs hung freely on the sides of her temples. In her hands were two, long swords.

'_You're right, Ben. I've been such a fool.' _Erza scolded herself. _'I've always felt insecure without my armor, but now it's time to cast off those fears…once and for all.' _

Sho stared at Erza incredulously. _'What is she thinking? She must be out of her mind!'_ He yelled inwardly.

Ikaruga merely lifted a brow at this unexpected development. "Is this some kind of joke? Why would you trade out your armor for an outfit made of regular clothes?" She inquired curiously.

"RE-QUIP!" Sho shouted.

"Is this peculiar choice of dress design meant to mock me?" Ikaruga asked.

"What are you doing?!" the card mage yelled, utterly confused. "You don't stand a chance against her like that. I'm sure you've got all kinds of heavy duty armor, right? You've got to stay strong!"

"I can't do that," Erza whispered solemnly, "because I've never been strong. It's all a lie." Erza paused as her conversation with Gray at the canal ten years ago played back through her mind. "As a child, I watched as those close to me suffered. I lost loved ones because I didn't have the strength to protect them.

"I tried to be strong…but when I was alone I couldn't hide my emotions. I decided that in order to convince everyone else that I was strong; I would hide my heart away inside a suit of armor. There, no one could see that it was broken.

"I wear armor to conceal my weakness from the rest of the world. Without it, I've been too afraid to fight." Erza proclaimed.

Sho listened on to Erza's speech with wide eyes and a slightly gaping mouth.

"Wear it or not, it makes no difference to me. I'll strike you down just the same." Ikaruga replied arrogantly.

"I thought my armor protected me, but it did more harm than good." Erza continued. "It shielded me from pain but it kept me distant from others. My heart was too guarded to connect with anyone…that is…until I joined Fairy Tail. Everyone was so warm and caring that my cold shell began to crack and I began to feel emotions again."

"Sister…" Sho whispered, a single tear rolling down his cheek.

"I can't rely on my armor anymore. I know I'm strong enough to defeat you without it now." Erza's already determined gaze hardened further.

An intense moment passed as Erza and Ikaruga both got in fighting stances, ready to engage at any second. The former cried out as they both simultaneously leapt at one another. Within a blink of an eye, the two slashed with their weapons as they flew past each other. The swordswomen smoothly landed on their feet, their backs turned to one another and frozen in their stances.

Suddenly, glowing cracks raced down the blade of one of Erza's swords before it shattered.

Ikaruga chuckled in amusement. "Our battle…is over."

Right as she said that, a web of cracks appeared on her katana as it too exploded into a shower of metal fragments.

"Most impressive…" Ikaruga managed to say as she collapsed to the floor.

Titania of Fairy Tail had defeated the leader of Trinity Raven…without her armor.

Erza inwardly smiled. _'Thank you…Ben…whether you know it or not, you helped me cast off my fears.' _

"Sister," Sho stammered in shock, "what you did…was amazing."

"Are you alright?" Erza asked.

"I think so." He replied.

"Defeat is quite bitter indeed." Ikaruga commented softly with closed eyes. "In all of my years I've only known the sweet taste of victory. It doesn't matter that you beat me because you and Jellal are both doomed to fail."

Erza tilted her head in bewilderment.

"What are you talking about?" Sho demanded as he returned to his feet, clutching his injured left arm.

"In fifteen minutes' time," she weakly lifted her right hand toward the ceiling and sung, "the light of justice…will come raining from the sky…it shall kill us all." Ikaruga's arm fell back to the ground. "What a wretched haiku." She then succumbed to unconsciousness.

"The Etherion blast." Erza realized. She turned to Sho. "Sho, go find Simon and my Fairy Tail friends and get them as far away from the tower as possible."

"What? Sister…" Sho said, confused.

Erza smiled. "I know this is hard, but will you do this for me? Please."

Sho was silent for a moment before he looked away. "Yeah," He responded, "but what about you?"

Erza turned away as anger and determination crossed her face. "I'm going to settle things. Once and for all…"

…

A couple minutes passed since Erza had defeated Ikaruga and left to take down Jellal. After taking a moment to catch his breath and recuperate, Sho was currently running across the bridge, back toward the corridor. He took one glance back in the direction Erza had gone.

'_Good luck, Sister. Please…please come back.' _He prayed.

The card mage laid his right index and middle fingers to his temple, preparing to send a telepathic message to Simon. However, before he could establish a connection, Sho froze when a loud wolf howl echoed down the hallway.

All of a sudden, a large werewolf-like creature covered in grey fur sprinted into view. "What the hell?!"

Sho was taken off-guard when the werewolf tackled him to the ground. The card wizard cringed in pain from hitting the stone floor, his body still injured from Ikaruga's attacks. Sho's eyes widened in apprehension as the grey-furred creature snarled down at him, rage burning in its green eyes.

Sho paused. _'Wait? Green…' _

Blitzwolfer grabbed Sho by the front of his jacket and lifted him off the floor. "WHERE'S ERZA?! WHAT HAVE YOU DONE WITH HER?" He roared.

"Wait…T-Tennyson?" Sho stuttered fearfully.

"That's right! Now where is she!?" Blitzwolfer demanded furiously. "Gray told me you trapped her in one of your stupid cards."

"S-She…she got out." he stammered.

Blitzwolfer glanced up and took notice of the destruction done to the bridge as well as an unconscious pink haired woman in a white kimono lying on the floor. Ben dropped Sho back to the ground and tapped the Omnitrix dial on his collar. In a flash of green, he transformed back to human.

Ben stared down at Sho with a serious expression. "What happened here?"

Sho carefully returned to his feet and gave Ben a short explanation of how Erza broke out from his card and defeated Ikaruga. Ben took a quick glance at the fallen Trinity Raven member.

'_So, she defeated that assassin without her armor, huh?' _Ben smiled proudly. _'That's Erza for yah. With or without armor, she's always strong.' _

Ben frowned and shook his head from his musings. "So, Erza's gone off to fight Jellal. Am I right?"

"Yeah," Sho nodded. "Listen, she told me to gather everyone and get as far away from the tower as possible. We have less than ten minutes before the Etherion hits!"

Ben's eyes slightly widened from how little time there was; however, they quickly narrowed in determination. "Okay then. You grab the others and get outta here. I'm going after Erza." Ben proclaimed as he walked away from Sho.

"What?!" Sho exclaimed, shocked. "Didn't you hear me?! Erza told me…"

"I know what she told you." Ben interjected sternly. "But I never was good at following orders. I'm not leaving this tower without Erza; besides…" the teen hero paused as he looked at the floor with a thoughtful mien. "…I have a feeling that Erza's in real danger."

Sho tilted his head in confusion. "What? What do you mean? Are you saying Erza's too weak to defeat Jellal!?" He yelled angrily. "I'll have you know that Sister is a lot stronger…"

"I don't doubt her strength!" Ben shouted. "Not in the least bit. However, this Jellal guy, before he became evil, he used to be an old friend of Erza's. Right?"

"Yeah" Sho answered. "She also had a crush on him too."

Ben didn't know why, but he felt a painful twinge in his chest when he heard that. He was confused where it could've come from. The Omnitrix bearer inwardly shook his head and refocused on the current crisis.

"If that's the case, then Erza's ability to fight Jellal might be impaired." Ben stated gravely.

Sho's mouth gaped slightly as he stared at Ben in bewilderment. The brunette haired teen picked up on Sho's cluelessness and decided to elaborate.

"If Jellal was an old friend and possibly Erza's first love, then I doubt she could ever truly hate him." Ben explained. "Deep down she still cares for him and part of her may still think she can save him, naturally. And that could very well affect her ability to fight him without holding back. I've seen something similar to this happen before."

Ben reminisced on when he and Gwen were at odds on how to handle a power-crazed Kevin after he had absorbed the energy of his previous Ultimatrix to stop Aggregor. Despite the fact that he and Kevin were best friends; Ben was still ready to kill him to protect everyone else after Kevin injured Gwen. Gwen, however, couldn't ever bring herself to kill Kevin, even when he was hurting others or trying to absorb her Anodite energy.

When Ben had finally subdued Kevin as Ultimate Echo-Echo and was prepared to kill him, Gwen had managed to convince him otherwise. In the end, Kevin was returned to normal and everything worked out.

However, Ben wasn't very confident that things would work out so good in this situation. Nevertheless, just like with Kevin, Ben was ready to do whatever it took to protect innocent lives; even if it meant taking another or giving up his own.

"Also," Ben continued, regaining Sho's attention, "I have a feeling that Jellal knows this, and he'll undoubtedly use her feelings to his advantage."

Sho paled from this startling revelation, looking at the floor with wide eyes. "Sister…" He murmured worriedly.

"I have to get to her before it's too late. Sho, get everyone else out of here now!" Ben ordered.

Sho nodded and turned in the other direction. He took only a few steps forward before he stopped. "Tennyson…bring my sister back."

Ben glanced back and nodded determinedly. "You can count on it."

With that said, the superhero and card mage went their separate ways. When Ben made it across the damaged bridge and into another corridor, he ran as fast as he could with his attention focused on the hallway in front of him.

Realizing he wasn't going to get anywhere fast in human form, Ben activated the Omnitrix. He didn't bother scrolling through the selection as he tapped the first icon he saw and slammed the core back down. After the usual green light, replacing Ben was…

"**Big Chill," **Ben stated softly in a cold, eerie voice. He unfurled his wings and flew down the hall at a much faster speed than running as a human. "Hang on Erza. Don't you dare die."

…

Meanwhile, in the tower's throne room, Jellal picked up a knight piece and placed it in front of a king piece. This signified that he and Erza would soon fight. Jellal stood up from his throne when he saw Erza walk into the room.

"Don't tell me the game is over already." Jellal sighed in disappointment.

"You find that much pleasure in toying with the lives of others?" Erza asked, furrowing her brow at the hooded wizard.

"Between the moment of our birth and the moment of our death, there is only that game of emotions we call life." Jellal walked away from his throne, putting his hands in his coat pockets in a casual manner. "What could be drearier than simply existing day after day?" He stopped and turned to Erza with a dark smile. "It's been a long time. Hasn't it?"

"It certainly has." Erza said, glaring hard at him. "Sho and the others are no longer under your influence."

Jellal lightly scoffed. "That's fine with me. Now that the Tower of Heaven has been completed, I have no need for them."

Erza held out her sword and pointed it at Jellal. "You don't seem too worried that it'll soon be destroyed." She noted.

"You mean by the Etherion?" Jellal laughed a little.

"You're so carefree. I can only assume you were bluffing." Erza claimed.

Jellal pulled down his hood, revealing the insane excitement in his wide eyes. "Not so. The Etherion will rain down on us."

"I'm relieved to hear it." Erza countered, holding up her sword as she entered a battle stance. "That means I only have to keep you occupied for the next ten minutes, and then this nightmare will be over at last."

"No!" A black haze began to waft off of Jellal's right hand. "When the beam strikes, your life will be sacrificed to Zeref. This has always been certain. You cannot avoid fate, Erza." When Jellal closed and reopened his eyes, his right eye had a glowing purple symbol in it. "This is your destiny!" He exclaimed with an eerie undertone.

Erza and Jellal stared at one another; the former was glaring daggers while the latter was smiling smugly. The tension between them was palpable.

"When the Etherion strikes the tower in seven minutes, we'll take our final breaths." Jellal stated as an uncanny, onyx haze continued to billow off from Jellal's right hand. "Why don't we simply enjoy these last moments together?"

"You should know that I've cast off all my fears, even of my own death." Erza proclaimed strongly. "I'll relish in it because I'll be taking you down with me."

A ghostly, dark purple blob with red glyphs inside began to grow from Jellal's hand. "Oh really? Is that what you think?" Jellal turned to Erza with a sick, sinister smile on his face. "Well we'll just see about that!"

Suddenly, a few tendrils extended out from the ethereal blob and went straight for Erza. Titania stood calmly and swiftly sliced the ghostly tentacles to pieces with one swipe, throwing up a cloud of debris.

She went on the offensive and leapt at Jellal, intending to strike him; however, Jellal stopped her attack by grabbing the guard of her sword. Jellal charged his fist with darkness magic and punched Erza, sending her crashing through the walls and hurtling outside.

Erza used a piece of falling debris as a springboard to launch herself back to the tower, surprising Jellal slightly. When she landed back in the room, she crouched low and leapt at the blue haired mage, leaving a dust trail in her wake. She reared back her sword and swiped at the darkness mage, only for him to backpedal and avoid it.

"You would destroy the very thing you worked so hard to complete?!" Erza slashed at him again and missed. He then brought up his right hand and fired a beam of purple energy, forcing Erza to jump back. When her feet touched a crystal spike jutting from the giant lacrima in the center of the room, she used it to propel herself back toward him. "What's the point!?"

Jellal jumped away and narrowly escaped a powerful swipe from Erza, which instead cut the game board on his throne in half.

The blue haired mage chuckled. "So what? Why should I care about a pillar or two? After all, they're nothing but decorations."

"Maybe so but the reason they're here…is because the others spent all those years building them for you!" Erza countered angrily.

The sneer on Jellal's face never faltered. "How is it that you manage to find fault in everything I say?" He mused as a small dark purple energy sphere with red glyphs inside appeared over his right hand. "I didn't force them to work, they chose to. They knew how important the tower was to me. And now at long last…" Jellal clenched his fist and destroyed the dark, ghostly sphere in his hand, "It's been complete!"

All of a sudden, dark purple tendrils sprouted from the ground under Erza's feet and began to wrap around her. Erza's had eyes widened in apprehension as she struggled against them, but it was in vain. The tentacles morphed and trapped her inside a sphere of darkness magic.

Jellal ambled toward it nonchalantly. "While it's evident you've honed your skills over the years, you're no match for me." He said arrogantly.

Meanwhile, inside the darkness sphere, Erza struggled to break free. However, she was met with negative results. She then began to recall statements made by her friends.

"_You're freaking me out 'cause this isn't like you at all…" _Gray's voice rang through her mind. _'…We wanna stay and help you out. Master taught us that even the strongest warriors need a little backup every once a while."_

"_No matter what, we're not leaving you behind, Erza." _Ben's voice added.

"_Aye, we're the Ultimate Team!" _Happy cheered.

"_I've always believed in you, Erza, and there's nothing that can change that." _Simon said softly.

"_With or without armor, you're still Erza Scarlet: the strong, beautiful, determined woman that I've gotten the pleasure to know these past two months." _Ben stated.

Erza blushed lightly at that statement Ben had made, which would be forever etched into her memory. She then closed her eyes and remembered Sho, Wally, Millianna, Simon, and Grandpa Rob when they were in the tower ten years ago.

'_I'll miss them…' _She thought sadly.

"_I WANNA REMATCH WHEN WE GET BACK TO FAIRY TAIL!" _Natsu's loud, obnoxious voice rang through her mind.

After a moment, a small smile grew on Erza's lips.

Outside the sphere, Jellal was about to walk away until an X-shaped slash appeared in the darkness sphere. He turned back and his eyes widened in shock when he saw Erza on one knee, a dark haze billowing away from her.

"I told you," she returned to her feet, "I've cast off all of my fears, including you."

With a mighty war cry, Erza lunged forward and, within a blink of an eye, delivered a slash across Jellal's abdomen. The blue haired wizard was utterly shocked from the unexpected development.

"_This is not the weak girl I remember.' _Jellal thought as he fell back to the floor.

Erza walked toward and shot him a lethal glare that brought a fearful expression to Jellal's face. She kneeled over him and placed the tip of her sword to his neck, prepared to deliver the final blow. However, there was one thing Erza really wanted to know.

"Why don't you tell me what your _real_ goal is, Jellal?" Erza demanded. Jellal was silent as a few nervous sweat drops raced down his face. "You and I both know that the R-System hasn't been completed. Do you know what I've been doing…since I left this place years ago? Researching it relentlessly. And I know that the tower itself is constructed exactly like the blueprints. There's still one thing you don't have, the final part to its completion."

Jellal's smile returned. "That's not true…cause your sacrifice will complete it."

"No." Erza shook her head. "Something even more basic than that: magic energy."

Jellal was silent as he stared up at Erza with a frown.

"I don't think you realize the amount of magic you'd have to accumulate just to activate the R-System." Erza asserted. "You could gather every single wizard on the continent and you still wouldn't have enough power to pull it off. This tower doesn't have the capacity to store that much magical power within its walls and you certainly can't do it on your own. I find it highly suspicious that you haven't tried to escape, despite knowing the council's preparing to attack. What are you up to?"

Jellal smiled. "Only three more minutes until the Etherion fires."

"Answer me!" Erza said more firmly. "You know your dream will never come true! So why are you willing to risk your life?" She grabbed Jellal's right leg and squeezed it hard, making him flinch in pain. "Do you want to die?! If that's the case, then we'll go together! I'll stay here to hold you down and I won't let go until the bitter end!" Erza declared, glowering intensely at him.

"To be honest," Jellal said softly with a smile, "that doesn't sound so bad."

Erza's eyes widened slightly from his statement.

"I no longer have control over my own body and soul because I've been possessed by Zeref." Jellal elaborated. "I'm merely a puppet he's been manipulating in order for him to become flesh and blood again."

"You were possessed by him?" Erza repeated, shocked over this new revelation.

Jellal continued smiling. "I wasn't able to save myself, and not even my closest friends were there to come to my rescue. That's when I realized…there is no heaven nor does true freedom really exist." He paused dramatically. "All of creation was finished before it even began."

The throne room began to shake and bits of the ceiling fell to the floor, due to the damage inflicted by the two's battle.

"Deep down I knew the R-System couldn't be completed," Jellal said, "but Zeref kept pushing me. He forced me to continue the tower's construction. I wanted to stop but I couldn't…it was like I was a freight train with no brakes." The blue haired mage looked up with a smile. "I surrender. Go ahead and finish me."

Erza clenched her teeth as her composure faltered slightly. Earlier she was ready to kill him; however, now that she'd heard the explanation for why Jellal became evil all those years ago, she wasn't sure she could bring herself to do it.

Jellal easily noticed her hesitation. "Isn't that why you came looking for me?" He asked.

Erza was silent as an image of the young azure haired boy she had once known flashed through her mind: her first friend. A moment passed as the tower continued to shake and ceiling debris fell to the floor. Finally, Erza pulled her sword away from Jellal's neck; much to his surprise.

"There's no need for me to spill your blood with my own hands." Erza said gently. "The Satellite Square is focused and the Etherion will fire any minute now." She laid down her sword (which disappeared) and released her hold on Jellal. "This means this is the end…of you… and me."

Jellal stood back up with closed eyes, standing by Erza but both were looking away from each other. "It is a grim fate we share."

"So all this time you were really just another of Zeref's victims." Erza said thoughtfully.

"It's my own fault. I let my weakness get the best of me." He berated himself. "The rift between my dream and reality was too deep for my mind to comprehend."

Erza turned to him. "The only people capable of saving you…your flaws and inner weakness…are those you call your friends."

Jellal looked at her with a downcast expression. "That's true."

"I'm sorry I wasn't able to save you back then." Erza smiled at him. "Can you forgive me?"

"Erza," Jellal said softly, opening his eyes. "You have saved me."

The two old friends fell to their knees and embraced each other. They knew that their deaths were quickly approaching. There was nothing they could do but await their fates. As Erza hugged Jellal, she felt a pain in her chest. Though she had had feelings for him in the past, they were now overshadowed by a newer, stronger feeling she presently had.

An image of a smiling Ben flashed through her mind, causing her to shed a single tear of sadness. She wouldn't get to see the young man who, out of her knowledge, she was steadily becoming enamored with or any of her friends ever again.

'_Ben…everyone…I'm sorry…' _Erza thought.

Suddenly, the tower began to shake more violently as a bright white light cast down through the openings in the ceiling.

As they awaited their deaths, Jellal placed his hand on the middle of Erza's back while he wore a large, maniacal smile.

…

**Era **

In the Magic Council's Headquarters, all the preparations had been made to fire the Etherion. The council was currently standing on a nearby balcony, observing their target through a large, floating lacrima in the center of the massive chamber.

Org raised his staff and chanted, "We pray to the sacred light for forgiveness! Let us fire the Etherion at once!"

Outside the Magic Council building, the four multi-colored lacrimas emitted powerful surges of magic energy which converged on the center lacrima, and then it fired a massive ball of bright, white energy into the sky.

…

Meanwhile, in another part of the tower, a disconcerted Necrofriggian was flying up a stairway that lead straight to the top of the tower. As the building began to shake and a white light poured in from the windows, Ben's eyes widened in trepidation.

"No," He murmured fretfully, knowing very well what was coming. "ERZA!"

Big Chill became intangible and flew straight up at top speed, phasing through any solid objects that blocked his way.

…

A brilliant white beam of pure magical energy fired from the Satellite Square in space. It pierced the atmosphere and struck the Tower of Heaven, engulfing it a blinding white light. The wizards who were in the boat hundreds of yards away watched as the Etherion struck the tower.

As a result of the massive outburst of energy, tidal waves were created and threw the wizards out of the boat and into the ocean. Thankfully, Juvia quickly created a water shell around her and the others, allowing them to float above the ocean. Though they were currently safe, the group watched in utter horror as the Etherion continued bearing down on the structure.

…

**Era**

The Magic Council's amphibious employees were all scrambling in their floating magical chairs to confirm the destruction of the Tower of Heaven after the Etherion Cannon was fired.

"The Etherion has impacted the target." A council employee notified.

"Was the target successfully destroyed? I need confirmation!" A second employee demanded.

"The density of the Ethernano fusion is increasing! Extreme weather conditions are expected!" a third employee informed.

Back up on the balconies, the faces of the Magic Council members were rather downcast.

Org covered his mouth with his hand. "Who knows how many innocent people might have been inside that tower…" He dreaded.

"But they were there for the sole purpose of resurrecting Zeref." Michello argued. "Their sacrifice had to be made to save the lives of others."

Org continued staring at the floor. "I understand that, Michello, but it's still heartbreaking all the same. I sincerely doubt the victims' families will be comforted by that reasoning."

…

After the Etherion blast had run its course, a massive smoke cloud was billowing from the island where the Tower of Heaven had once stood. The wizards inside Juvia's water shell looked on in dismay as tears streamed down their faces.

"No," Lucy whispered, "what's happening?"

"Oh no…did we lose them?" Happy asked sadly.

A long, painful moment passed as the smoke cloud began to disperse. Once it did, the group gasped in shock at what they saw. The Tower of Heaven was still standing!

The only difference was instead of being a twisted structure of tubes and gears it was now a massive, jagged crystal lacrima.

…

Meanwhile, in the throne room, Erza and Jellal continued to hug; however, the former paused when she realized that she was still breathing. She opened her eyes and was shocked to see that the materials that made up the tower had been transformed into crystal. A smoky mist wafted off the newly formed crystals.

"We're still alive." Erza muttered, dumbfounded.

Jellal stood up with a dark smile creeping on his face.

She looked up to him, and asked, "What have you done?"

Jellal chuckled for a second before he threw his head and arms back and let out mad, triumph laughter. It was then that Erza realized that she had been fooled. The Jellal she had known from childhood had not returned. He was still as evil as ever. Unfortunately, it was a realization made too late.

…

**Era **

"Ethernano neutralizers detected at the epicenter!" A council employee notified. "No…wait a minute…that's impossible!"

"There's been a sudden drop in fusion density!" Another employee cried.

"Picking up high levels of magic from another source," a third council worker said.

"The counter can't keep up with it!" a fourth employee exclaimed. "What could it be?!"

"Restoring visual feed…"

After a short moment, the lacrima that had been displaying the Tower of Heaven to the council, which had gone dark after the Etherion was fired, was now beginning to show them something…something they had never expected: the Tower of Heaven was still intact. Only now, it was a massive, jagged lacrima crystal.

"The target is still standing!" An employee yelled.

"It's a giant lacrima!"

"I think it actually absorbed the magic energy in the Etherion's blast!" Leiji realized.

Org looked at the image, his left eye as wide as it could be. "Impossible!"

Over on another balcony, separate from the other councilors, Siegrain was watching this phenomenon with his back turned to Yajima, who had now approached him.

"Siegrain, I think it's time you started explaining yourself!" Yajima exclaimed angrily.

Without warning, Siegrain's body began to distort and fade away. He took one last smug, triumphant look back at Yajima before vanishing completely, leaving Yajima shocked and stunned.

"He disappeared…" the councilor trailed off.

Unbeknownst to him, Ultear was watching where Siegrain once stood with a smile on her face.

…

In another part of the newly reformed crystal tower, Natsu was kneeling on the floor and clutching his aching head. His eyes fluttered open as his blurry vision began to refocus. When he regained his senses, he scanned his surroundings and was totally confused. The last thing he remembered was ignoring the order to retreat and rushing to help Erza, and then there was a bright light…

"What in the heck just happened to this place?" the Dragon Slayer wondered.

"Not sure…" an eerie voice called out, surprising Natsu.

Suddenly, an intangible Big Chill phased out from the floor in front of Natsu and became tangible once more.

"Ben?"

Big Chill tapped the Omnitrix dial and transformed back to Ben. He looked around at the crystal structures with narrowed eyes; though he was stoic on the outside, inside he was quite surprised over what had transpired. "Though I have a sneaky hunch that the Etherion is the reason the tower got a new makeover."

Determination flashed over Natsu's face as he clenched his right fist. "It doesn't matter. We need to find Erza and make sure she's okay."

Ben nodded in agreement with an equal resolve.

Without a word, the superhero and Dragon Slayer spotted a ramp-like structure that led up to the top of the tower and ran toward it as fast as they could; both with a fire in their eyes.

…

Erza watched in shock as Jellal continued to laugh like a maniac. "It's here!" Jellal yelled triumphantly with sinister glee in his eyes. "At long last…my moment of glory has arrived."

The re-quipping wizard's eyes went wide from horror. "Glory?" She repeated, her body beginning to lightly tremble.

"This is the _true_ form of the Tower of Heaven, a giant lacrima crystal." Jellal explained. "Thanks to the council it's ready to activate. The Etherion's energy provided the missing piece to the puzzle, which means the R-System is now complete."

Erza stood up and gazed at Jellal in shock. The blue haired mage continued looking away for a moment before he turned back to Erza with a smug, victorious smile adorning his face.

"So…I was your pawn." Erza realized, glaring daggers at the evil wizard.

"Your expression is priceless, Erza." A voice commented.

Erza turned back and gasped in shock. Standing a few meters behind her was Siegrain, who was wearing an exultant smile that matched Jellal's perfectly. "He is incapable of using his full power right now. So he had to manipulate you in order to save himself."

The redhead wizard locked her eyes on Jellal's twin brother. "Siegrain!" She snarled.

Siegrain ambled forward with his hands tucked away in his white coat pockets.

"I don't understand…what are you doing here?" Erza asked.

Siegrain stopped in front of Erza. "This reminds me of when we first met years ago." He mused. "Do you remember?"

Erza remained silent as she glared hard at the blue haired councilmember. Siegrain walked away and stood on Jellal's right side; both had their hands inside their coat pockets.

"You accompanied Makarov to the Magic Council to submit a written apology for destruction of property." Jellal inputted.

Siegrain looked back at Erza with the exact same smile that Jellal had. "She attacked me out of nowhere. She must've mistaken me for you."

"I can't say I blame her; after all, we do look alike." Jellal complied.

"You refused to let up until I convinced you I was his twin." Siegrain continued. "Still, you were hostile toward me from that day forward."

"What did you expect?!" Erza countered crossly. "If you truly cared about your brother, you would've tried to stop him instead of helping him cover his tracks. And I know you've been spying on me and reporting back to him!"

The confident smiles on the twins' faces never left. "Is that so?" Jellal said.

"A mistake on my part." admitted Siegrain. "In retrospect, perhaps I should've said something that would've convinced you that I was going to find Jellal and kill him. But my biggest mistake was running into you in the first place; especially after the trouble I went through to become a councilmember."

"There's nothing worse than having to come up with excuses on the spot." Jellal added.

Erza glowered at the duo as the pieces began to fall together. "I get it." She murmured. "So, the two of you have been conspiring this whole time."

"Conspiring?" Jellal echoed.

"Not exactly," Siegrain said.

Jellal took a step closer to his twin. "I'm afraid it's more complicated than that."

Siegrain blinked and, much to Erza's shock, his body became distorted and nearly transparent.

"We're not twins, but two faces of the same person." Jellal and Siegrain said in unison. "And we have been from the start."

All of a sudden, Siegrain walked into Jellal and merged with him. A golden light shone off of his body temporarily before it died away. The blue haired wizard opened his eyes and smiled balefully at the redheaded warrior.

Erza took a step back, her eyes still wide from disbelief. "But…how is that possible?" She stuttered. "Was he just a projection?"

"You never expected for a moment that we were one and the same." Jellal taunted as a black haze started to billow off his body.

"So, you're the one responsible for firing the Etherion!" Erza deduced. "Did you worm your way onto the council just for that?!"

Jellal was silent for a short moment as he continued to smile smugly at Erza. "I hope you enjoyed the freedom I granted you all those years ago. Your release and everything after was all part of my plan to resurrect Zeref."

Erza clenched her fist and felt the tremble in rage. "How could you live with yourself knowing that your entire life has been ONE BIG LIE!?"

"Magical energy," Jellal said, ignoring Erza's question. Suddenly, dim purple light began to shine from his body. "I can feel it surging through my body."

…

**Era **

"A huge amount of power is building up in the Tower of Heaven!" a council employee reported.

"If too much power is contained in one place, it's sure to explode!" Another employee warned.

Yajima was still on the balcony, completely dumbstruck after having realized what had just taken place.

He placed his hand on the rail. "We've been had..."

Suddenly, the railing Yajima's hand was on crumbled to pieces. The floor beneath his feet began to rumble and crack and the ceiling of the chamber they were all in began to crumble away as well.

"What's happening to the building?!" Leiji asked, alarmed. "It's like it's starting to age and collapse!"

Org looked up at the ceiling as dust began to fall from the giant growing cracks. "This has to be the Arc of Time! But that's one of the Lost Magics!"

Large pieces of debris continued to fall from the ceiling as the Magic Council employees began to scream and run for their lives.

Yajima wandered through the collapsing building in somewhat of a daze, looking for the source of this madness, until he spotted Ultear with a white magic circle in her hands and a gleeful smile on her face.

"No! Ultear!" Yajima cried.

"This is all for master Siegrain..." Ultear said. "I suppose I should say master _Jellal_..." She paused and turned to Yajima. "All of his hard work has finally paid off, and now his life-long dream will become a reality!"

…

At the top of the Tower of Heaven, Erza was caught off-guard when Jellal sent a blast of darkness magic at her. She cried out as she went tumbling back across the room.

"Looks like someone's a little worse for wear," Jellal commented with a smirk. "Don't tell me you've used up all your strength fighting against Ikaruga."

Erza grabbed the floor and slid back on her hands and knees. When she came to a stop, she punched the floor and summoned a red magical circle, pulling out a large broadsword from her pocket dimension.

"JELLAL!" She jumped forward and reared back her weapon, fury burning in her eyes. "YOU'RE THROUGH!"

Erza swiped at him; however, Jellal narrowly sidestepped the attack and caused her to hit the ground instead. She summoned another magic circle and pulled out a replica of her current sword. She slashed at him once more, but Jellal ducked under the blow.

She then lifted her leg and tried to deliver a hard kick into the right side of his face. Jellal frowned as he backpedalled to elude the kick. Erza swiped at Jellal relentlessly, tearing up the crystal floor with each hit.

"By now, the Magic Council's headquarters is nothing but a pile of rubble." Jellal enlightened his opponent as he flew in the air above Erza. "I can't tell you how much of a blessing Ultear has been. I couldn't have done it without her. She has no fear of death because she believes all of mankind will become one in heaven. In fact, she told me she'd be more than happy to give her life so that my dream would come to fruition.

"That reminds me…" Jellal landed on top of a big crystal jutting from the floor. "…I should thank her for being an ignorant fool who's easy to manipulate."

"CURSE YOU!" Erza hollered as she leapt to Jellal with swords reared back. But again, the blue haired wizard quickly jumped away, causing her to destroy the crystal spike he had previously been standing on.

When he landed on another crystal formation, Erza landed on the floor below him. "I'm taking revenge for all the people you've abused!" The scarlet haired warrior proclaimed with a wrathful expression on her face. "This is the end, Jellal! I'll kill you!"

Suddenly, a hissing sound took Erza by surprise. Without warning, a dark patterned line began to manifest from the middle of Erza's back and slithered across her skin, and then wrapped around her right arm. "What's happening to my arm?" She asked fearfully, feeling her body grow numb.

"It's just a Bind Snake." Jellal answered. "I slipped it on you during our heartwarming embrace earlier."

The Bind Snake grew in length until it wrapped around all of Erza's upper body, causing her to drop her swords. She couldn't suppress an agonizing scream as her body flooded with pain.

"Now that I've collected the precise amount of magic power needed for the R-System," said Jellal, "there's one more thing that must been done before Zeref can be resurrected."

Jellal stepped toward Erza and sneered at her as she clenched her eyes shut and gritted her teeth, trying to keep her painful cries inside of her; however, it was proving to be very challenging.

"This is where you take center stage for your moment in the spotlight. The magical energy in this lacrima must be fused with the body of my sacrifice. Once that happens your flesh will break down and reconstruct itself to create Zeref's body." Jellal said with maniacal glee.

Suddenly, a large twelve-foot-tall lacrima sprouted from the ground directly behind Erza. Jellal sneered as he pushed Erza into the lacrima, which pulled her in like someone falling into water. Titania cried out in pain as she was absorbed into the crystal.

"You know…I really did love you, Erza. But that was then…this is now." Jellal stated with a jeering smile.

"NO! STOP!" Erza shouted desperately as her torso, thighs, and left arm were sucked inside the crystal while the rest of her body hung out.

Jellal turned away and closed his eyes as he began an incantation. "Oh great and mighty Zeref," He held out his arms, "I call upon you! To offer you this woman's flesh!"

The entire tower began to glow slightly brighter as the crystal continued to pull Erza in.

"Don't do this!" Erza yelled.

Jellal kept his eyes closed and ignored her.

"PLEASE JELLAL!" Erza cried, a tear forming in her left eye.

The azure haired wizard kept his eyes closed for a moment. He then reopened them and glanced back, only for them to widen in surprise. A brown haired young man had his arms wrapped under Erza's arms and was pulling her out of the lacrima.

"I gotcha." Ben assured as he finally pulled Erza out of the lacrima. They then fell to the floor, Erza still being held in Ben's arms. Natsu ran up to them and stood by Ben's right side.

The Omnitrix hero gently set Erza on the floor and kneeled above her on her right side. He turned to Jellal and shot him a fierce glare that spoke in volumes. "Did you really think I was just going to sit back and let you kill her, you scum!"

"That's right!" Natsu grinned toothily at the blue haired wizard. "Erza's an important part of our Fairy Tail family. I won't let you touch her either!"

Jellal remained silent and frowned at the sudden appearance of the shape-shifter and the Dragon Slayer.

Erza weakly opened her eyes and gazed up at Ben's face. "B-Ben…Natsu…" she whispered.

Ben dropped his fierce expression and looked down at Erza with a smile. "Yeah, it's us. You don't have to worry, Erza. We're here."

"Geez, what are you doing hanging around with this loser?" Natsu joked. "If we don't hurry up and get back to work, Lucy's not gonna be able to pay her rent. Trust me, you don't wanna make her angry."

Ben sweat dropped at Natsu's comment. "That's true. But don't yah think we should focus more on the evil wizard right now rather than Lucy's anger?"

"I'm sorry." Erza said weakly. "I can't move."

Ben frowned and looked at Erza in concern.

Natsu, however, stared at her with wide eyes. "No way," he muttered. Suddenly, a devious grin appeared on his face. He then kneeled on the opposite side of Ben and began to tickle Erza's body everywhere he could reach, causing her to laugh. "Time for some serious payback. This is what you get for always tormenting me!"

"NO." Erza laughed hard. "Please, stop it!"

Ben looked at Natsu incredulously. Though he was all for lightening up and having fun whenever he could, now was simply not the time. "SERIOUSLY?! AT A TIME LIKE THIS!?"

Natsu ceased his tickling and glared back at Ben. "What?! I may never get another chance to do this again!"

"Ben…Natsu…" Erza looked up at the two with a serious expression. "You two have got to get out of here as quickly as you can."

"I ain't leaving." Natsu retorted.

Ben scoffed. "And neither am I. I'm staying right here with you. If you can't do the fighting yourself then Natsu and I will do it for you."

"Oh yeah," the pink haired wizard remarked eagerly, punching an open palm.

"You can't…he's too powerful…besides you two don't know anything about him." Erza claimed.

"Give me a break; I've beaten guys that were way stronger than this loser." Ben dismissed.

"Besides, who says we need to know the guy to beat him up?" Natsu inquired.

Erza gazed up at the two; more specifically, at Ben. Tears began to stream down her face from her left eye. The teen hero felt his insides clench again, only this time, it was more painful than before when Erza had told him and the others the story of her horrible childhood.

"Please…do what I ask…" Erza begged.

Ben stared at the redhead blankly for a short moment…until his gaze hardened. For some reason, Ben couldn't bear seeing Erza like this. It killed him on the inside.

"No." Ben replied firmly.

He quickly activated the Omnitrix and slapped down the dial. After the flash of green, in his place was…

"**Swampfire!" **Ben exclaimed.

Erza looked up at the Methanosian in confusion. "W-What are…you doing?"

Swampfire's eyes narrowed. "What I have to."

He held out his right hand and expelled a green gas from the porthole in his palm. Erza's eyes widened momentarily when she inhaled the nauseous gas. She felt her eyelids grow heavy as her vision became blurry. Erza let out a low groan as Swampfire's sleeping gas sent her into unconsciousness.

Jellal turned to Swampfire and lifted a brow in interest.

"What'd you do to her?" Natsu asked.

Swampfire stood up and tapped the Omnitrix, transforming back to Ben. "I used Swampfire's sleeping gas to knock her out."

"And why would you do that?" Jellal spoke up. "What is the reasoning behind it?"

Ben continued staring down at Erza's sleeping form. "I had to…because she was crying." He paused as he clenched his fists tight. "She looked so weak and fragile…I can't explain it, but…whenever I see her like that…I feel like something inside me breaks. It hurts."

Natsu ignited his fists with flames. "I don't wanna see Erza like that either. I've always looked up to her as a strong warrior…and when she wakes up from this nightmare…I want her to feel like her old self again." Fire shrouded Natsu's body as he glowered angrily at the blue haired wizard.

Ben stood up and faced their soon-to-be opponent, scowling hard at him. "If you want her you'll have to go through us!"

"Is that a challenge?" Jellal smiled haughtily. "Well then, consider my interest peaked. I've always wanted to witness the power of a Dragon Slayer, as well as yours, Ben Tennyson"

"Trust me…" Ben gritted his teeth in pure anger. "…you're gonna regret you did."

The teen hero activated the Omnitrix and selected the first icon he saw. "IT'S HERO TIME!" He slapped down the dial as his body was engulfed with emerald light.

…

**A/N: Wow. That was quite a long chapter. Though this is nowhere near close to being the longest chapter I've written for this story, but it's still the biggest one for this arc. **

**For those who are a bit irked that most of the fights in this chapter weren't really different from the canon, I have an explanation for that. I felt that there was no need to change up Gray's fight with Fukuro or Erza's fight with Ikaruga and Jellal. They were already good as they were. **

**If you're confused why Erza hugged Jellal like in the show, it wasn't out of residual romance for him. I mean, think about it. If you were trapped somewhere with an old friend and knew that death was coming, you'd most likely hug them too. Don't lie! You would. Though if it were two guys it would probably be just a handshake. But that's not the case here. **

**By the way, wonderful readers, if I get one more compliant that the other characters are not getting enough time in the spotlight, I will literally rip my hair out! Those claims are totally unfounded. The other characters have had been plenty of time to shine.**

**Gray shined in the Galuna Island arc, his fight with Juvia, and just now against Fukuro. Natsu was in the spotlight during his two battles with Totomaru and Gajeel in the Phantom Lord arc. And Erza has shined plenty with her and Ben's fight against Jose, her spar with Ben, and finally against the lava-demons and John Magtartus. **

**So, enough of that! The Fairy Tail characters are not being neglected and are getting their time to shine as well. Except for Lucy; however, I don't think anyone really cares if her fights are shown. I don't hate her, far from it actually, it's just the fights she's is in so far up to this point aren't worthy of writing. **

**Anyways, the next chapter will be the finale for the Tower of Heaven arc. So, expect it to be long! I plan to have it out by next week. August 25****th**** is when I start college and I wanna have this arc completed by then. By the way, updates will most likely be a lot slower when I start college…for obvious reasons. **

**As always, please leave comments and critique in the review box on your way out. Remember flames will be absorbed by Heatblast and shot back at you. Until next time…**


	22. Tower of Heaven Pt 4

**A/N: As promised, I have completed the final chapter for the Tower of Heaven arc before my deadline. Yes! I feel awesome!**

…

**Ultimate Fairy **

**Chapter 22: Tower of Heaven **

**Part IV **

…

_**Last time on "Ultimate Fairy"…**_

_Ben continued staring down at Erza's sleeping form. "I had to…because she was crying." He paused as he clenched his fists tight. "She looked so weak and fragile…I can't explain it, but…whenever I see her like that…I feel like something inside me breaks. It hurts."_

_Natsu ignited his fists with flames. "I don't wanna see Erza like that either. I've always looked up to her as a strong warrior…and when she wakes up from this nightmare…I want her to feel like her old self again." Fire shrouded Natsu's body as he glowered angrily at the blue haired wizard._

_Ben stood up and faced their soon-to-be opponent, glaring daggers at him. "If you want her you'll have to go through us!"_

_"Is that a challenge?" Jellal smiled haughtily. "Well then, consider my interest peaked. I've always wanted to witness the power of a Dragon Slayer, as well as yours, Ben Tennyson."_

_"Trust me…" Ben gritted his teeth in pure anger. "…you're gonna regret you did."_

_The teen hero activated the Omnitrix and selected the first icon he saw. "IT'S HERO TIME!" He slapped down the dial as his body was engulfed with emerald light._

…

Natsu and Jellal were forced to look away from the blinding emerald light of Ben's transformation.

When the flash died away, standing in Ben's place was a broad shouldered, seven-foot-tall, greyish-brown skinned humanoid with short black hair but long sideburns. It wore black pants, copper colored boots with three green slits in the toe area, and a green and white stripped belt with white bolts and a brown bolt in the center. On its back were two, long green tower-like conductors. The Omnitrix dial was positioned on the being's right pectoral, which had had three deep scars protruding from it. A Fairy Tail mark was stamped on its left upper arm with white stitches around it.

"**Frankenstrike!" **Ben shouted in a deep voice. Green electricity surged in-between the towers on his back.

Jellal tilted a brow in intrigue at Ben's new form while Natsu looked at him in awe.

"Wow! This form looks so cool!" He said exuberantly. The Dragon Slayer's expression then shifted into confusion as a thought entered his mind. "Hang on…how many forms with lightning powers do you have?"

Frankenstrike turned to Natsu and was about to answer until a blank look crossed his face. "Uh?" He tried to count with his fingers, but quickly gave up. "Yah know…I lost count."

The duo's attention was regained by Jellal as he chuckled. "Ha! What a hideous abomination." Jellal sneered. "However, I _am_ interested to see what it does."

Natsu and Frankenstrike both scowled at the azure haired man. Suddenly, Natsu let out a mighty war cry as he crouched low and launched himself at Jellal, his fists shrouded in flames. The possessed mage sidestepped and narrowly dodged Natsu's right fist. However, the pink haired wizard quickly turned his body and sent a powerful, flame-wreathed kick into Jellal's face.

A surprised Jellal was sent hurtling across the crystal-based room. Frankenstrike crouched down and leapt toward his opponent. He charged his hands with emerald electricity and discharged two green lightning bolts, which came together to form a bigger bolt and strike Jellal.

The azure haired wizard clenched his teeth hard, suppressing his cries of pain from the electric attack. Natsu launched himself at Jellal once more and sent a volley of strong, rapid flaming punches into Jellal's face and stomach. After at least a dozen hits, he was sent flying back once again.

He would've crashed into a crystal formation jutting from the floor if not for Frankenstrike landing in his path, who then proceeded to grab the rogue mage by both shoulders and turn him around to face him. Jellal opened his right eye to see that he was face-to-face with a pissed off Transylian that was glaring daggers at him.

"You wanted to see what this guy could do." Frankenstrike growled. "Well let me give yah a close up and personal demonstration."

Before Jellal could comment on that, his entire body was assailed with green energy, causing Jellal to let out a sharp cry of pain. Frankenstrike tightened his hold on his enemy's shoulders and increased the power he was putting into his electric attack. After another moment of electrocution, Frankenstrike wrapped his right hand around Jellal's face and smashed his head into the crystal floor, denting it in the process.

Ben kept slamming the blue haired wizard's head into the ground as he shocked him repeatedly. Green electrical bolts arched from the growing hole that Jellal's head was being slammed into. Frankenstrike let go of Jellal's face and grabbed his right leg instead. He proceeded to slam Jellal into the floor from side-to-side before he spun around and threw him back to Natsu.

With veins throbbing on his temples, Natsu jumped toward Jellal and sent a fiery fist into his face. **"Fire Dragon Iron Fist!" **

Jellal went flying back to Ben with a little trickle of blood coming from his mouth. Frankenstrike picked up his right leg and sent an lightning-charged kick into his back, which sent him careening back to Natsu.

A golden blaze shrouded Natsu's arms as he leapt above his adversary. **"Fire Dragon Wing Attack!" **

A pair of dragon wing-shaped flames slammed into Jellal and sent him reeling back. The green electricity surging between the conductors on Frankenstrike's back became more intense until a powerful blast of green lightning fired into Jellal. The Wizard Saint winced from the attack as he crashed into one of the many large crystal spikes protruding from the floor.

Natsu landed a few meters to Frankenstrike's left as his cheeks puffed out wide. **"Fire Dragon Roar!" **A powerful burst of fire tore out from his mouth and surged toward Jellal.

Frankenstrike followed up on his attack by holding out his fists and discharging two emerald lightning bolts. The flames and electricity came together midway before they enveloped Jellal. The room shook as the combined attack assaulted the azure haired mage.

The Dragon Slayer and Transylian stood a few meters from each other, gazing into the electrified inferno with hardened expressions. A short moment later, a humanoid-shaped shadow appeared through the fire. As the flames and the green electricity died away, Jellal took off his scorched coat. He was left wearing his blue trousers and a purple sleeveless shirt, where a few cuts and burns could be seen through the tears in the cloth.

Jellal stood up and wiped a trickle of blood from his mouth. He smirked smugly at the duo. "Impressive." He commented. "I'll give you credit for making me feel pain; however, if that was the best you both can do, then my victory is assured."

Frankenstrike growled; although, he was surprised that Jellal was able to brush off an attack of fire and electricity with only a few scrapes and cuts. "Don't go getting cocky, punk! We're just getting started!"

"Oh hell yeah!" Natsu added, holding up his flaming fists.

Jellal's sneer never left his face. "I surely hope so. I was expecting more from you, Natsu Dragneel, son of Igneel." He then turned to Ben. "And you, Ben Tennyson, the shape-shifter from another world, I'm expecting to see all kinds of surprises from you."

Frankenstrike and Natsu's eyes widened when they heard Jellal's comment. "Wait…what?" the former muttered, dumbfounded. "How did you…"

"Know you were from another universe?" Jellal interjected with a haughty smirk. "It wasn't hard. After all, you appeared out of nowhere two months ago with an abundance of unseen, powerful forms around the same time when Makarov sent an unusual request to the Magic Council's archives for any spell that could cross to another universe. From there, it was rather easy to piece together your otherworldly origins."

Jellal's evil grin only grew as he continued. "I am also aware that you do not possess magic powers. You get your abilities from that device on your wrist. Am I right?"

Frankenstrike glared at him, though he was shocked at his opponent's deduction skills. "Yeah. So what? Just because I don't have magic, that doesn't mean I can't kick your ass to kingdom come." He retorted strongly.

"Wrong!" Jellal grinned sinisterly as he held up a clenched fist. "Now that I've had a taste of your combined destructive might, it's time I begin tearing you two to shreds with my own bare hands!"

Natsu and Frankenstrike both snarled from Jellal's arrogant remark. The latter charged up his fists with green electricity once more. "I'm gonna zap that smug grin off your damn face!" Ben remarked, charging straight toward Jellal.

Natsu charged with Ben with equal anger. "Then I'm gonna burn off whatever's left of it!"

Jellal sneered, unintimidated by the powerful individuals charging at him. "You both must be punished for interrupting my ceremony, prepared to be destroyed by my Heavenly Body magic…**Meteor!**"

Suddenly, a golden light shone off from Jellal's body as he jumped into the air. He swiftly flew forward and delivered a glowing uppercut to a surprised Frankenstrike. Ben staggered back a few steps until Jellal quickly punched him hard in the torso and followed it up with a roundhouse kick to the face. The Frankenstein-like alien fell on his back and cringed from the fast, powerful blows.

With a golden light trail in his wake, Jellal circled back and punched an unexpected Natsu in the back. Before Natsu could retaliate, Jellal appeared before him again and decked him in the face, making him stumble back in pain. The Heavenly Body wizard continued punching Natsu as he quickly reappeared in different spots around him.

Natsu was finally blown backwards, skidding on his back for a few meters thanks to a powerful uppercut to his chin. The pink haired wizard groaned as he picked himself up.

"This guy's fast." He muttered painfully.

Frankenstrike returned to his feet and looked up at Jellal, who was moving across the room at incredible speeds with gold light in his wake. He held out his hands and discharged a salvo of electrical blasts at the mage, but Jellal easily dodged the attacks. Without warning, Jellal blasted toward Ben and delivered a barrage of quick, powerful punches into his face.

"RAGGH!" The Transylian cried out as he was sent careening back until he crashed into a crystal formation on the other side of the room. Natsu was about to head to Ben's side when a jeering Jellal suddenly appeared in front of him.

"Surprise!" In the same manner he did to Ben, Jellal sent a rapid attack of glowing fists into Natsu's face, making him cry out in agony.

With one last blow, Natsu was sent hurtling back until he collided with the crystal next to Frankenstrike and fell to the floor. The Omnitrix bearer groaned as he steadily got back up, clutching his aching head.

"That hurt…" He mumbled.

He then glanced at Natsu and kneeled by his left side. The Dragon Slayer groaned painfully as he rolled over and returned to his feet too.

"Ugh…I don't think we can take too many of those." Natsu remarked. "This guy packs a mean, fast punch."

Ben narrowed his eyes in thought. _'Okay…this guy can fly, he's able to dodge lightning, and he can deliver real fast hits. Need something to even the playing field.' _

"Yeah, but he's not the only one." Frankenstrike retorted.

He reached up and slapped the Omnitrix dial on his right pectoral. After a green flash, Frankenstrike had been replaced with…

"**Fasttrack!" **He shouted.

The feline-like alien rushed forward and jumped at Jellal within a blink of an eye. Jellal was taken by surprise when Fasttrack delivered an incredibly fast combo of punches into his opponent's face and torso.

After at least two dozen blows in rapid succession, Fasttrack performed a roundhouse kick into his stomach. Jellal went crashing into a crystal spike, causing it to split apart from the impact. He was about to counterattack but Ben appeared in front of him again. Before he could react, Fasttrack grabbed Jellal by the back of his neck and sprinted around the room at a breakneck speed, dragging Jellal's face across the crystal floor.

Jellal cried out from the intense friction on his face. A moment later, Fasttrack picked Jellal up and tossed him into the air. As he was hurtling back, Natsu jumped up and delivered a flame-covered kick into Jellal's face.

"**Fire Dragon Talon!" **Natsu yelled.

Fasttrack followed up by jumping in the air and performing a fast and powerful axe kick into Jellal's back, which sent him back into the floor with an echoing crash. A cloud of crystalized dust was thrown up from the impact as Fasttrack and Natsu stood a few meters apart. They were beginning to think that they had won until several golden beams fired out toward them.

Ben quickly grabbed Natsu and ran them out of the beams' path, letting them strike the floor instead. Fasttrack stopped on the other side of the room and let go of a queasy Natsu; however, the Dragon Slayer regained his composure.

"Ugh…don't do that again…" He groaned.

"What? Save you from getting hit?" Fasttrack snapped.

The dust settled to reveal Jellal, who was still standing with only a few scrapes and minor bruises on his face and chest. He glared venomously at the Fairy Tail duo.

"You wretched punks!" he snarled. **"METEOR!"** Gold light illuminated off his body as he flew at Natsu in a blur.

Natsu didn't have time to react as Jellal sent a flurry of swift, strong punches into his face. The pink haired wizard cried out as he went flying back a few meters. Fasttrack was about to zoom over and help until Jellal vanished and suddenly reappeared in front of him.

The Citrakayah backpedaled as he held up his forearms to block and parry Jellal's blows. Fasttrack's eyes narrowed as Jellal's hits became faster and up to his level of speed. With amazing reflexes, Fasttrack grabbed his opponent's right wrist and tossed him over his shoulders and into the ground.

Ben continued slamming Jellal into the ground from side-to-side at an absurd speed. Jellal gritted his teeth in anger as his body shined a brighter gold. He broke free from Fasttrack's grasp and hovered in the air above him, looking down at him in ire.

"Be happy that you got your hits in…because it won't happen again!" Jellal proclaimed smugly.

He held out his arms and summoned a golden magic circle. **"Heavenly Arrows!" **Suddenly, a dozen yellow beams of light shaped like arrowheads fired out from the magical seal.

Fasttrack ran around to dodge the arrow-shaped beams; however, though the attacks didn't hit him, the blasts caused the floor around Ben to erupt and send him tumbling back. The Omnitrix bearer grunted as he painfully skidded to a halt by Natsu.

Jellal smiled maliciously. "And now, I'll show you the true destructive power of Heavenly Body Magic." He flew up into the air until he was floating above Fasttrack and Natsu. Jellal placed both hands on top of each other, with the top hand having only the index and middle fingers spread out.

"**May the seven stars bring judgment upon you!"** Seven golden seals appeared in front of him and took the shape of the constellation, Big Dipper. **"Seven Star Sword…Grand Chariot!" **

All of a sudden, seven powerful beams of light fired from the seals and struck the floor around a surprised Fasttrack and Natsu, throwing up smoke and crystal debris. The Tower of Heaven shook slightly from the explosions. The Omnitrix wearer and Dragon Slayer groaned painfully as they crashed back to the floor, which was littered with a web of cracks and crevices.

Jellal came back to the ground and stood before Natsu and Fasttrack, who were still lying on their fronts with a faint trail of smoke hazing off their bodies.

"That spell packs as much of a punch as a falling meteor. I'm surprised that their bodies are still in one piece after being hit with it. Perhaps that was a little…much." Jellal paused as he frowned at the damage done to the tower thanks to Ben, Natsu, and himself. "The R-System can't afford any more damage or it will be rendered useless. I can feel the magical energy beginning to leak out. I better hurry."

"Heh-heh"

Jellal stopped and looked back to the crater to see a scraped and bruised Fasttrack returning to his feet, chuckling weakly.

"Yah know…you really shouldn't have said that out loud, loser." Fasttrack grinned cheekily.

"Yeah," Natsu groaned as he shakily picked his body off the cracked floor. Despite the pain flooding his body, the pyromaniac managed to return to his feet and grin smugly at the azure haired wizard. "Since this tower is a giant crystal…"

"…then that means shattering it would ruin your plans, huh?" Fasttrack finished.

Jellal's eyes widened while his mouth gaped slightly as he realized his mistake.

Fasttrack reached up and slapped the Omnitrix dial and, in a flash of emerald, was replaced with…

"**Armodrillo!" **Ben yelled with his large arms held up high.

The pistons on Armodrillo's arms began to pump violently before he punched the floor, creating a seismic shockwave that ripped the crystal floor apart. Debris fell from the ceiling as the crystal in the room began to shatter into pieces.

An expression of shock and alarm crossed over Jellal's expression. "WHAT ARE YOU DOING?! YOU'LL DESTROY THE TOWER!" He shouted frantically.

"Yeah," Armodrillo said, keeping his drill hands implanted in the ground to create another shockwave. "That's the idea!"

"C'mon!" Natsu smiled wickedly. "Don't yah know that destroying things is what we Fairy Tail wizards do best?"

"And I've destroyed _way_ bigger things in my hero career. Taking down this tower will be a piece of cake." Armodrillo remarked.

Natsu ignited his right fist with fire as he sneered confidently at Jellal. "Now I'm all fired up…even more than I've ever been before!"

Golden light shone off Jellal's body as he glared at the duo in rage. "YOU WON'T GET IN MY WAY!" the possessed mage yelled. "I've dreamed of this day and I won't let fools like you spoil it for me!"

"Yeah, that's what they all say…right before they get their asses kicked!" Armodrillo countered.

The yellow, robot-like armadillo activated his jackhammer arms and created more shockwaves. The tower began to shake violently as the compromised crystal infrastructure grew closer and closer to imminent annihilation. Panic spread across Jellal's face.

"NO!" Jellal held out his hands and summoned a magic seal, which fired out a few golden beams.

Armodrillo ceased his drilling and dived to the right whilst Natsu ran to the left.

"Too slow, huh?" Natsu mocked as the light beams struck the ground behind him.

Despite his large size, Armodrillo was fast enough to outrun Jellal's Heavenly Beams. When the attack ceased, the Talpaedan reared back his right arm and struck the ground. Jellal was too slow to react as the crystal floor erupted in front of him, sending him tumbling onto his back.

Armodrillo crouched low and leapt into the air, aiming his body to stomp on his adversary. At the same time, Natsu was running at Jellal with a hungry expression written on his face. Jellal sat up and growled as Armodrillo and Natsu closed in on him.

Jellal closed his fist, save for two fingers, and then swiped it downwards. A large sphere of golden energy shot forward and hit his airborne enemy. Armodrillo went careening back and slammed into a large crystal spike. When he hit the floor, he turned his gaze to Natsu, who was getting pushed back by a powerful golden beam.

Armodrillo was about to respond when the beam died away and Natsu let out a loud roar. Jellal's eyes widened; shocked that Natsu was still standing. The Dragon Slayer ran forward, still grinning hungrily.

"Ha! You're so worried about wrecking your precious tower, you're not gonna fight me full-on!" Natsu mocked. "Cause I get the feeling you're holding back…and that ain't gonna work against me!"

Armodrillo's eyes narrowed. "And it certainly won't work against me either!" He shifted his right hand into a drill and punched the floor. A seismic tremor erupted under Jellal's feet and sent him crashing backwards across the room.

Meanwhile, Erza's eyes slowly fluttered open as Swampfire's sleeping gas wore off. She looked up to see Natsu charging at a downed Jellal while Ben's Armodrillo form was shaking the tower. "Ben…Natsu…?" she whispered weakly.

Both the Dragon Slayer and superhero jumped into the air; the former shrouding his arms in flames. **"Fire Dragon Brilliant Flame!" **

Natsu threw a big magical fireball at the floor, which caused an intense inferno to erupt. Chunks of crystal were thrown up by the blaze. Thanks to Armodrillo's previous shaking, the already comprised floor began to break apart more rapidly.

Once Natsu's fire attack had subsided, Armodrillo pulled back his right arm as he came closer to the floor. "Now to _really_ shake things up!"

The moment Armodrillo's arm struck the ground, an eruption of crystal fragments and dust filled the entire room. Giant cracks appeared on the outside of the tower and spread halfway down before stopping. A few of the crystal spikes jutting out had snapped off in the process. It was impressive that the tower hadn't collapsed entirely.

The top of the tower was in rough shape. Most of the roof had collapsed and a few of the jagged crystal supports on the perimeter of the room had shattered. The floor was littered with a spider-web of large crevices and cracks, a few of them had opened up all the way to the levels below. A smoky haze billowed out of the many damaged areas in the tower.

In the center of the room was a pile of crystal debris. Suddenly, a yellow mechanical arm burst through near the top. Armodrillo then climbed out of the rubble along with Natsu, who had a few scrapes and bruises on his body; though the big, roguish smile on his face proved that he was okay.

"They…aimed…for the tower?" Erza stammered.

They slid down the crystal pile and locked their eyes on Jellal. The blue haired wizard glanced around at the room and gawked at the damage that had befallen his tower. Now, it would be a miracle if the R-System worked with so much magical energy leaking out through the many wrecked areas.

Jellal's body began to tremble in fury. He clenched his teeth and fists as he glared daggers at the duo. "No! NO! Look at what've you done! Now…I'm really angry! I didn't spend years building this tower just to have a couple of punks tear it down. I WON'T LET YOU!" He yelled.

"Ha!" Natsu doubled over and laid his hands on his knees, panting heavily. "Tough break, pal. You can't say we didn't warn you though."

Armodrillo held out his arms and shifted them both into drills. "Give it up, Jellal! All I have to do is make one more tremor and this whole tower's coming down!"

Erza used her arms to pick herself up from the floor. _'Ben…Natsu…be careful.' _

The indignation on Jellal's face intensified. "NO! I WON'T ALLOW IT!" He roared.

Jellal held out his hands and fired a powerful golden ray from his palms. Armodrillo was too slow to react as the blast hit him directly in the chest and sent him crashing into the crystal pile behind him. The impact caused the pile to shatter and rain down across the room.

Armodrillo lay on his back, a faint smoke trail hazing off his body. When he shakily got up, Jellal appeared hovering in front of him, his body shining with golden light. Ben was too slow to react as Jellal delivered fast, powerful punches into his helmet-covered head and armored torso. Armodrillo grunted in pain as he staggered back from the blows.

Jellal stopped punching and hovered in front of a hunched over Armodrillo. **"Heavenly Blast!"** He chanted.

A large golden beam fired out from Jellal's magic circle and struck Armodrillo in the gut. Ben cried out as he hurtled backward into a crystal pillar across the room. The support beam nearly shattered, but it still remained standing. Armodrillo fell to his knees with crystal fragments falling on him.

In a flash of emerald, Armodrillo changed back into Ben. His black collared shirt and brown slacks were tattered in various places as bleeding scrapes and cuts littered his body. Ben's eyes were closed as he clenched his teeth together, trying to hold back his groans of pain.

"So much for the mighty Ben Tennyson!" Jellal mocked. "Now," he held out his hands and summoned another magic circle. "I'll take you out and be rid of at least one nuisance!"

"BEN! NOOO!" Erza screamed.

Ben weakly opened his eyes to see Jellal fixing to cast his spell on him. Despite the agony coursing through him, Ben lifted up his right hand and reached for the Omnitrix. However, before Jellal could attack, Natsu jumped up from behind and slammed his fiery fists into his shoulders.

Jellal cried out from the surprise attack as he collided with the floor.

"I won't let you hurt any of my friends!" Natsu roared.

Natsu landed and grabbed Jellal by his leg. He spun around in place a few times before he tossed Jellal away.

"**Fire Dragon Roar!" **Natsu exhaled a flaming torrent that sent Jellal crashing into another support beam.

Ben groaned painfully as he sat up, his entire body shaking in pain. Armodrillo was very durable, but Jellal's Heavenly Body attacks were quite powerful. The Omnitrix bearer weakly stood up and slowly ambled over to Natsu.

The pink haired wizard glanced at him. "You alright?"

"Ugh…" Ben grunted, "yeah…I'll be fine. Thanks by the way." He reached for his Omnitrix and began scrolling through his transformation library. "I just gotta find the right form to beat this guy with."

Natsu glanced over with a smirk. "How about that titan form?" He suggested.

Ben looked at Natsu incredulously.

Before the brunette haired teen could respond, an explosion ignited on the other side of the room. Jellal flew into the air, his body covered in gold light. He looked down at Ben and Natsu with an enraged scowl.

"I WON'T LET YOU PESTS RUIN MY DREAM!" Jellal hollered.

He crossed his arms above his head as another golden magic circle appeared in front of him. All of a sudden, the air became more turbulent and forced Ben and Natsu back a few steps. They held their arms in front of their faces to shield themselves from the powerful gusts.

Erza's fingers dug into a crack and held on as the strong winds threatened to sweep her away. She opened her eyes to see that the room was getting darker. Her eyes widened in shock when she saw something else: her shadow was bending _toward_ the light.

"Is my shadow bending toward the light?" Erza said; a horrified expression on her face. "THAT SPELL! IT COULD KILL BEN AND NATSU!"

"And now…I'll plunge you into infinite darkness, Dragon Slayer and shape-shifter!" Jellal chanted. Suddenly, a swirling sphere of blackness with white dots in it formed over Jellal's head.

"NO!" Erza put her remaining strength into her legs and returned to her feet. She ran and got in front of Natsu and Ben.

"ERZA!" cried Ben. "What are you doing?!"

She ignored Ben and held out her arms. "Don't do it…unless you want to kill me too!"

Jellal paused and stared at Erza, the winds around him beginning to die down.

"You don't wanna lose your sacrifice to Zeref, do you?" Erza stated.

"That would be a problem." Jellal admitted. "The ceremony requires the body of a wizard comparable in strength to one of the Ten Wizard Saints. However…I can find a suitable replacement. You're not the only one who fits that bill."

Erza's eyes widened, realizing that her ploy hadn't worked.

"I'll worry about that after I kill all three of you!" Jellal yelled, the strong winds picking up once more.

"What the hell are you doing, Erza?!" Ben shouted indignantly.

"Seriously…you gotta move!" Natsu added.

Erza smirked. "It's my fault that you both are involved in this mess. The least I can do is protect you."

"NO! GET OUTTA THE WAY!" Ben stepped forward to grab Erza.

Jellal grinned sadistically. **"Heavenly Body Magic…** **Altairis!"**

He threw a giant sphere that looked like a piece of the night sky. It appeared to be very dense and its gravity was sucking up everything in its path, the attack strongly resembling a black hole.

"ERZA!" Ben and Natsu shouted simultaneously.

Just as Ben was about to push Erza out of the way, a tall, muscular man came out of nowhere and stood in front of the blast. An explosion shook the room and polluted the air with smoke, obscuring the three wizards and the superhero's vision.

When the dust settled, Ben, Natsu, and Erza gasped when they saw Simon standing tall with his arms held out. He was quaking slightly with many burns and cuts across his body.

"Wait…it's you…" Natsu muttered, wide-eyed.

"Simon?" Ben said, shocked.

Erza looked on with wide eyes; her mouth gaping slightly in dismay. "Why Simon?" She whispered.

"…to save…you…" Simon grunted weakly before he fell backwards.

"Simon!" Erza snapped out of her shock and ran to Simon's side.

Ben and Natsu, meanwhile, stood back and watched, horrified. The former eyed the scene with wide eyes…a look of anxiety growing on his face.

"No…no…it can't be…" Ben murmured inaudibly.

Jellal frowned as he stepped forward. "I had no idea that you were still crawling through the tower you despicable pest."

"What the hell were you thinking?!" Erza scolded as she knelt next to her old friend, tears falling from her left eye. "Why didn't you escape with the others? Talk to me!"

Simon took deep breaths as it became harder for him to breathe. Despite the enormous amount of pain flooding his body, Simon smiled lightly. "Don't…cry…" he lamented softly, "…it's okay…I'm happy…to give my life for you." He then descended into a coughing fit.

"Save your energy." Erza said tearfully. "Don't talk anymore. Just try and stay with me."

"You…were the only person that…made me smile." Simon moaned. He looked over to see an apparition of a smiling young, nine-year-old Erza. _"Simon!" _She said happily.

"Simon! SIMON!" Erza cried hysterically.

Simon gazed up at the scarlet haired wizard as a tear fell from his right eye. "I…have always…loved you…"

Those were his last dying words as his eyes closed and his body went limp. Simon's head rolled to the left, a soft smile still on his face.

Erza stared down at the body of her deceased friend and clenched her teeth while choking on her sobs. Finally, Titania couldn't hold back anymore. "NNOOO!" She screamed in despair, and broke down into a sobbing fit.

Natsu remained frozen in place and stared at the scene with wide eyes. Ben was in a similar position, except his body was quaking lightly.

Jellal chortled, but soon his chuckles turned into full blown laughter. "HA-HA-HA! What a perfectly foolish thing to do!" Jellal jeered maniacally. "He tried to play the valiant hero, but his death won't change a thing! Simon gave his own life to save yours, but he should've known that I'm not letting any of you leave this tower alive!"

Suddenly, Natsu rushed forward within the blink of an eye and slammed his fist into Jellal's face. "SHUT UP!" He roared.

Jellal went flying back and crashed into one of the crystal pillars still standing. He cried out in utter agony from the blow. No one had ever landed a painful hit like that on him!

Jellal weakly lifted his head and was met with quite a shock. Natsu had a crystal chunk in his hand and was eating it! As a result, bright blue light was shining off of his body.

"I can't believe this..." Jellal murmured disbelievingly. "He's eating the ethernano from the Etherion blast."

Natsu finished eating the chunk. His eyes were now glowing blue and the light around him was shining brighter. He threw up his arms and let out an earsplitting cry. The floor around his body began to shake as his power increased dramatically. Amazingly, bluish-white trails of energy emerged from the crystal floors and manifested around Natsu.

The pink haired wizard reared back his arms and slammed them into the ground, creating a tremor that tore up the floor, similar to Armodrillo's earlier attacks. Jellal quickly jumped out the way and let the seismic wave hit a crystal pillar instead.

Natsu stopped as he began to cough madly. He reached up and grabbed his throat, a searing pain racing through his body. He fell to the floor and rolled around, gagging loudly.

"How could you be so stupid?!" Erza reprimanded, worried for him. "Ethernano is made out of all different kinds of elemental magic. It'll poison you!"

Jellal scoffed. "What an idiot. Did he really think he'd be able to power-up by consuming elements other than his own. It'll certainly make my job easier if he kills himself!"

Natsu continued grasping at his throat, his eyes closed and veins throbbing on his temples. All of a sudden, a powerful blaze erupted around Natsu. The flames combusted upwards and took the shape of a fiery dragon with wings and a horned head. His eyes were glowing bright gold as he let out a deafening yell that shook the tower.

Natsu growled viciously as the skin around his eyes became scale-like. He lifted up his head and glared daggers at Jellal.

An expression of shock and disbelief crossed Jellal's face. _'His body absorbed the magical energy from the ethernano!'_

Ben and Erza watched the spectacle with wide eyes. Neither had ever felt so much power and heat coming from Natsu before. It was like he was on another level now. Needless to say, they were both shocked by this development.

Suddenly, the Omnitrix bearer's attention was seized by Simon's dead body lying on the floor. The teen hero ground his teeth together and clenched his fists tight, his body beginning to shake from growing rage and anxiety. A memory that he had been trying to suppress for two, long years came bubbling back to the surface. Ben felt his heart clench and ache in anguish just from remembering that horrible event.

'_It happened again…that man is dead…because I wasn't strong enough to defeat Jellal sooner.' _Ben thought in despair.

He glanced over to Erza and noticed the tears still rolling down her cheeks. At that moment, something inside Ben snapped. A snarl emanated from his lips as he shot a certain blue haired mage a death glare.

"YOU!" Ben yelled, catching the other's attention. A look of absolute fury was etched onto his face. "YOU BASTARD! YOU KILLED HIM…AND MADE ERZA CRY! NO MATTER WHAT, I'M TAKING YOU OUT!"

"Pft," Jellal scoffed, regaining his composure after seeing Natsu enter the state known as Dragon Force. "Oh please…you're nothing but words! You don't even possess magic! You don't have the power to defeat me, you pest! **Heavenly Arrows!" **

A dozen beams of arrow-shaped light shot out from Jellal's magic circle on a direct course for Ben.

"BEN! NOOOOO!" Erza cried out in utter horror.

Ben didn't flinch as he narrowed his eyes at the incoming attack. _'Omnitrix…please…give me something I can use to take this guy down…to protect my friends…to protect Erza…' _He swiftly activated the Omnitrix, picked a random icon, and slapped down the dial.

His body was consumed in brilliant emerald light just before the golden arrows struck him. A cloud of crystalized dust was thrown up around him, obscuring him from view.

Jellal was about to gloat on his easy victory until, suddenly, Natsu crouched low and launched himself forward. Natsu rammed into Jellal like a bullet, leaving a trail of fire in his wake. The blue haired wizard let out a loud yell as he crashed into a crystal pillar for the umpteenth time. He fell back to the ground as a few chunks of crystal collapsed around him.

A newly empowered Natsu turned away to look back at Ben with wide panicked eyes. Erza eyed the dust cloud in distress, tears rolling down her face.

"Ben…" She whispered weakly.

The superhero still couldn't be seen yet. Natsu and Erza were beginning to fear the worst until a pair of green glowing eyes shone through the smoky cloud. When the dust finally settled, Natsu and Erza's eyes went wide as they gasped in awe.

Jellal groaned lowly as he sat back up and returned to his feet. He was about to counterattack against Natsu until he noticed that he and Erza were looking away from him. He tilted a brow in agitation and turned to where they were staring, only for his eyes to widen and his jaw to drop in shock.

Standing in Ben's place was a large robotic humanoid that was over thirty-feet-tall and had a green and white body. It had large cylinders on its arms, near its wrists, that were full of green bubbling energy. The same green energy could be seen inside the tip of its pointed head and the large Omnitrix symbol on its broad chest. The Omnitrix dial was positioned on a green and white belt while a green Fairy Tail mark was stamped on the black part of its left upper arm.

Jellal, Natsu, and Erza stared at this new transformation in awestruck.

"_**I am no pest." **_The robotic being said in a heroic, righteous voice; strangely, its mouth didn't move when it spoke. It hovered a few feet off the ground and held up its arms. _**"I am…ATOMIX!" **_

Erza looked on at Atomix with wide eyes and a slightly gaping mouth. She had been rendered speechless. She could feel the raw power coursing off of this form…this, Atomix. It was so powerful. Erza had never felt anything like it.

'_The power from this form…he's not even moving and still…I can feel how extraordinary it is.' _Erza thought, awestricken.

Jellal stared at Atomix with wide eyes and clenched teeth, a few drops of sweat racing down his face. He too could feel the unusual power coming from the transformation, and needless to say, it made him apprehensive. The blue haired mage shook his head and growled.

Powerful or not, he was not going to allow Tennyson or Dragneel to stop him! He would succeed!

A golden light shined around Jellal's body as he floated in the air. "It doesn't matter what creature you turn into! A weak, non-magic user like you could never defeat me, Tennyson!" Jellal roared. **"Meteor!" **

Jellal shot forward in a burst of gold light, heading straight for Ben with his right arm cocked back and glowing with brilliant light. Atomix didn't flinch and floated nonchalantly. He then reared back his arm and punched Jellal's smaller fist.

As a result, a loud snap was heard as a green shockwave of energy was created in-between their fists. Jellal cried out in agony as he was blasted backwards. Just before he could crash into another crystal pillar, Natsu jumped into the air above Jellal and launched a powerful, fiery kick into the middle of his spine.

His eyes bulged out as he coughed up a bit of blood. Jellal crashed into the floor and created a deep trench that stretched halfway across the room. When he came to a halt on his chest, he shut his eyes and let out another excruciating cry. He couldn't believe how much agony he was feeling.

He could feel his right hand and arm growing hotter and beginning to swell. There was no doubt that his hand and arm were broken, and that kick from Natsu to his back didn't make him feel any better either.

Jellal weakly rolled over on his back and looked up to see Atomix hovering a few meters above him. He held his hands close together as a sphere of bright, green energy formed in-between his palms.

"_**HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA-HA!" **_

Jellal's eyes went wide in horror as the green energy ball was thrown into him. Large green explosions raced down the crystal tower as Jellal was blasted through every floor. When the emerald smoke cleared, a big gaping hole could be seen in the ground. Upon closer examination Atomix could see that Jellal's body had been punched through all the levels of the structure and that the hole led straight to the bottom.

Natsu, who was still shrouded in powerful flames, glanced over to Atomix and grinned roguishly. "Nice!"

Meanwhile, at the bottom of the tower, Jellal was lying in a pile of crystal and rock debris. His shirt and trousers now had many tears in them, revealing the burns and bruises across his body. His broken right arm was throbbing madly as it turned dark red and continued to swell up.

He clamped his mouth shut, keeping his yells of agony pinned up inside. Jellal couldn't believe it. It was bad enough that Natsu had unlocked a new level of power in his magic, but now he had to worry about this new powerful form of Ben Tennyson's!

He had only thrown a single punch and energy attack so far! Now he already felt weak and beaten. Jellal suddenly tightened his fists, a newfound rage and determination filling his body.

"No…NO!" He yelled out.

The azure haired wizard knew exactly what to do with Tennyson. A few years ago, his thought projection, Siegrain, had stumbled upon a deadly forbidden spell in the Magic Council's archives. It would be perfect in dealing with Tennyson!

Despite the agony washing over him, Jellal shakily got up and returned to his feet. Golden light shone around his body once more as he shot back up the tower.

Atomix, Natsu, and Erza were surprised to see Jellal fly back out of the hole in the floor. He turned to Atomix and shot him a dangerous fuming glare. "I will not be bested by you! I've spent years of hard work and planning to bring my dream to fruition! And I won't allow you to destroy it!" He roared.

Jellal held out his left arm as he kept his right one close to his abdomen. Instead of golden light, a sickly black blob with purple glyphs began to manifest around Jellal's arm. The aura surrounding it promised nothing but suffering and death.

"**May the darkness of despair ravage your soul, and deliver you unto oblivion!" **Jellal chanted loudly.

Erza's eyes widened when she felt the negative magical energy gathering around Jellal's arm. "What is this spell? I've never heard of anything like it…" she murmured, befuddled.

"THIS IS THE END FOR YOU, TENNYSON! RAGGHHH!" Suddenly, the onyx blob on Jellal's arm stretched out into five tendrils.

They wrapped around Atomix's arms, legs, and head. The tendrils then expanded and wrapped all around Atomix, trapping him within a large, ebony sphere with purple markings bubbling around in it.

"BEN!" Erza cried out in trepidation.

Jellal sneered madly. "It doesn't matter how powerful he may be. Nothing can survive this spell!"

Natsu snarled and clenched his fists tight. "Why you…" He crouched low and launched himself at Jellal in a fiery blur. The blue haired mage didn't have time to respond as a flaming knee connected with his face, sending him crashing through another large crystal spike.

With fists shrouded in powerful flames, Natsu sent a barrage of fast punches into Jellal's face and torso. The Heavenly Body mage's eyes bulged out from the extra dose of agony being inflicted upon his body. Still flying through the air, Natsu then grabbed Jellal's head and slammed it into the floor and held it there, creating a shallow trench.

When they reached the other end of the room, Natsu lifted Jellal up and tossed him into a big crystal pillar. Upon impact, the column nearly shattered into pieces as large cracks webbed out from where Jellal collided with it.

Jellal clamped his jaw shut, trying to suppress his pained screams; however, it was proving to be very challenging. Natsu landed right in front of Jellal, wrapped his right hand around his throat, and held him up high.

"RELEASE THAT SPELL ON BEN OR I'LL KILL YOU!" Natsu roared; an enraged scowl on his face.

Jellal grimaced. "Your threats don't scare me!"

He pulled up his left arm and summoned a golden magical seal, shooting a powerful light beam into Natsu's chest. The pink haired wizard let go of Jellal as he went sliding back on his feet a few meters.

Jellal jumped up in the air and hovered above Natsu, glaring down at him. "There's nothing you or anyone else can do! My destiny will be fulfilled, no matter the cost!"

Meanwhile, inside the black and purple sphere, Atomix was surrounded in darkness. He grunted gruffly as he struggled to break free, his eyes flashing from green to purple. For some reason, the energy of this spell was quickly sapping his astonishing strength and power. Ben groaned from the searing pain in his head; it was as if a dark, deadly force was entering his mind.

Suddenly, the memory of Erza crying over Simon's dead body played back through Ben's mind. He could see the utter sadness and despair on her face. Ben felt his heart ache from the heartbreaking scene. What he said before was true. Whenever he saw her cry, he felt something inside him break.

Atomix then clenched his mechanical fists as his determination reignited. The sight of Erza crying was something Ben _NEVER_ wanted to see again. Anyone who made her cry would suffer dearly. When his thoughts went back to Jellal, the cause of her emotional pain, he felt his anger soar to new heights.

The canisters on his arms and the Omnitrix symbol on his chest began to glow brighter. Consequently, the heat and power around Atomix's form started to increase drastically. The darkness inside the sphere was then pushed away by the growing emerald light.

Back outside, the sounds of cracking caught everyone's attention. They turned to see bright green cracks spreading across the black ball that Jellal had trapped Ben in. Promptly, Jellal's eyes widened in alarming disbelief.

"WHAT?!" Jellal cried, shocked. "NO! It can't be!"

All of a sudden, the onyx sphere shattered into pieces and the crystal room was bathed in green light, forcing the three occupants to shield their eyes. When the brightness faded away, they turned to see Atomix floating in the air, unharmed. A faint glow of emerald cast off his body.

Atomix locked his gaze on Jellal and soared toward him with his arms extended out. _**"Fissile Whistle!" **_

Before Jellal could react, a pair of large, metal fists rammed into his chest and torso. His eyes nearly bulged out of his sockets while a trail of blood was coughed up from his mouth. The wizard was sent flying straight through the remains of the ceiling and careened into the air.

After flying up controllably for a hundred meters, Jellal finally regained control and came to a stop. He let out a cry of agony and coughed up more blood in the process. There was no doubt that a couple of his ribs were cracked, possibly broken. His body was flaring in unbearable pain.

Jellal couldn't believe how easily he was getting beat when he was so close to winning. He looked down to see Atomix and Natsu flying up to him, the latter shooting a stream of fire from the bottom of his feet.

The azure haired wizard let out a fuming snarl. "NO! I won't lose! Not to you!"

He summoned a magic circle with his left hand and fired his Heavenly Arrows. Atomix and Natsu banked in opposite directions to avoid the attack. They then came to a stop and hovered in midair, looking straight up to Jellal.

"I'm destined to create a land of freedom!" Jellal proclaimed. "I know that because in my darkest hour I could hear Lord Zeref calling out to me. He told me he could make all my dreams come true and I believe him. There's a reason I'm the only human who can sense Zeref's presence. It's because I am the chosen one! Once he's resurrected we'll work together to create a land that's _truly_ free!"

"And you're going to do that…by taking away the rights of everyone else in the world!" Natsu roared.

"If that's what has to be done to make the world a better place, then so be it!" Jellal replied angrily. "I could care less to what happens to feebleminded fools like you!"

Atomix narrowed his eyes and brow-plate up at Jellal. _**"You are simply a puppet being manipulated by an evil spirit. You know nothing about freedom!" **_

Natsu growled and decided that he had had enough. He increased his thrust and shot straight at Jellal. Without warning, the flames around Natsu's body took the shape of a horned-head dragon.

"He's right! You'll never know what it means to be free as long as you are possessed by that spirit! WHY ARE YOU LETTING HIM MANIPULATE YOU!?" Natsu yelled. "YOU CAN DO IT JELLAL…FREE YOURSELF!"

Jellal didn't have time to react before Natsu delivered a mighty punch straight into his face. The tattooed-faced wizard shouted out as he went tumbling higher into the sky. Natsu then flew in a downward arch and threw Jellal straight back to Atomix.

The robotic humanoid flew straight at Jellal's careening form, lifted up his right foot, and rammed it straight into Jellal's gut. He let out a loud, agonizing cry from the impact that nearly snapped his body in half.

Jellal then plummeted straight back down and crashed on the edge of the top room, forming a shallow crater. Atomix and Natsu descended and gently landed a few meters away from where their adversary had landed.

A moment passed and nothing happened. They were beginning to think that they had won. However, a painful groan caught their attention. Shockingly, Jellal stood up from the crater and glared at the duo. His clothes were tattered in a few places and his body was covered in deep, bleeding cuts and ugly bruises. He was hunched over slightly and his right arm was held against his torso, swollen grotesquely.

All in all, Jellal was a complete wreck. But despite the massive waves of anguish washing over him, he was still able to stand!

"No…" he whispered weakly, and then he spoke louder. "NO! YOU WILL NOT THWART ME! MY DREAM WILL BECOME A REALITY! I WILL CREATE A FREE LAND!"

Jellal held up his left hand and slashed the air in a certain pattern. Suddenly, a large orange magic circle appeared in front of him. Natsu and Erza gasped in shock and horror while Atomix looked on in confusion.

"The Abyss Break spell?! But why!?" Erza demanded with wide panicked eyes. "You'll destroy the tower so many died to create!"

Jellal sneered. "This tower means nothing! Now that I've made it, I can create another in half the time! Lord Zeref…your hour is near!"

If Atomix had teeth, he would be clenching them in anger. There was no reasoning with this man. He was too far gone. It was time to end this once and for all.

Atomix glanced back to Natsu. _**"Salamander, step back. I'll finish this." **_Natsu nodded and complied.

A green glow illuminated off of the white robot's body as he hovered in the air a few feet, straight in front of Jellal's Abyss Break spell. "Finish this? Don't make me laugh!" Jellal scowled. "You may have survived that last spell, but you won't live through this! Once I'm rid of you fools I'll create a new tower! No matter how long it takes, my dream will be brought to life."

"_**NO! You killed Simon and made Erza cry. This ends here, scoundrel." **_Atomix stated.

Atomix began to swirl his hands in a circular pattern with green streams of energy irradiating from them.

"_**HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA…" **_

Jellal, Erza, and Natsu's eyes widened as they could feel the energy around Atomix increase exponentially as he said his unusual chant.

"…_**NUCLEAR WINNER!" **_He yelled.

…

A fourth of a mile away, the wizards in Juvia's Water Shell had been watching the commotion take place at the top of the crystal tower in awe and worry. In less than two minutes, they had seen a trail of green explosions race down the tower's structure and fiery detonations ignite at the top of the tower.

Suddenly, the group was shocked when an enormous ray of green energy blasted out from the top of the tower and into the cloudy night sky. They stared up in amazement at the powerful emerald blast. To the Fairy Tail members, it reminded them of the ray that Ben's titan transformation had fired at Phantom Lord's Jupiter Cannon.

"What the heck is going on up there?" Sho asked, dumbfounded.

"What is that? Some kind of explosion?" Wally inquired.

Gray narrowed his eyes in contemplation. "A green energy blast? There's no doubt about it…that's gotta be Ben."

Lucy nodded. "You're right. He and Natsu must be up there fighting someone."

"Oh no," Millianna said worriedly, "you think they're going to be okay?"

"I sure hope so." Gray replied. "But it's too soon to tell because it looks like those two are going on a major rampage."

…

A thick, emerald smoke blanketed the top floor of the Tower of Heaven. After a moment, the smoke was blown away into the wind and revealed the destruction that had befallen the tower.

The top floor was in shambles from the combined destructive might of Atomix and Natsu. A spider web of small and large crevices was spread out across the floor. Shattered crystal debris from the destroyed pillars and the roof was sprawled out across the room as well.

Erza and Natsu turned to Jellal and Atomix and felt their jaws drop in shock. The former's skin was flaring red from the intense radiation burns across his body. His blue hair was singed while his clothes were burnt and left in tatters, barely holding together. Atomix, however, was floating nonchalantly as he glared hard at Jellal.

A painful grunt left Jellal's throat as he collapsed to his knees and fell over into a large crevice in the floor that opened up to the level below. With a loud smack, he crashed into the floor on his front side; his body twitching as he slipped into unconsciousness.

Natsu blinked and shook off his shock, looking at Atomix with a hard frown and nodding. The white robotic being glanced back at him and nodded in return. They had won. Jellal was defeated.

Erza looked on with wide eyes at Natsu and Atomix. "So this was the power hidden within him…the true form…of a Dragon Slayer." She gazed at the hardened expression on Natsu's scaled face as his scarf flapped in the wind.

The redhead then turned her attention to Atomix and stared at the large, bulky mechanical being in awe as he floated over and landed next to Natsu. "And this form…Atomix…its power is unbelievable, far greater than any other of Ben's forms I've seen. To think he had something like this all along…"

A short moment passed before Atomix and Natsu turned around to face Erza, the latter's expression softening into a smile. Atomix would be smiling too if he had a mouth; although, Erza could feel the aura around Ben's new form begin to calm.

Erza smiled brightly. _'They managed to defeat Jellal. After all these years…the nightmare is over. Now, Sho and the others can finally be free.' _

The sounds of beeping snapped her out of her thoughts. She looked up to see the Omnitrix dial on Atomix's belt blinking red. Then, in a flash of red, Atomix transformed back to Ben. He was hunched over, his hands on his knees, with a sheen of sweat glistening off his face. That new powerhouse of a transformation had definitely taken a lot out of Ben.

Natsu let out a groan as he fell to his knees. But before he could collapse to the floor, Ben leaned over and wrapped his left arm around his back, helping him sit up. "I gotcha man…"

Ben groaned in exhaustion when he felt his own energy levels take a nosedive, his body sitting down hard as he took a breather. Erza got up and rushed over, dropped to her knees, and embraced Ben in a hug before he could fall. She wrapped her right arm around his back and placed her left hand on the back of his head.

The teen hero blushed, realizing that Erza was hugging him closely and his face was squished against her breasts. Getting over his embarrassment, Ben smiled and wrapped his free right arm around Erza's waist.

"Ugh…awesome…new alien," Ben muttered in exhaustion.

Erza chuckled lightly. "Yes," she then pulled away and looked at Ben with a warm smile. "I agree. You and Natsu were simply amazing."

Ben gazed at Erza with his eyelids closed halfway and returned the smile.

Suddenly, the heartwarming moment was shattered when the tower began to shake violently. The crystals of the tower began to illuminate a brilliant blue as geysers of bluish-white energy burst out from the cracked floors.

"What's going on?!" Ben asked as he stood up. He regained enough of his strength to pick up Natsu and throw him over his shoulder, bending over and holding the backs of his knees. However, Ben's legs did quake from the extra weight added to his already weakened body.

Erza glanced around in panic as the floor rapidly cracked apart. Luckily, they didn't have to worry about ceiling debris falling on them since it had already been destroyed in the fight with Jellal.

"The ethernano from the Etherion must be becoming unstable! All this magical energy can't be held in one place for very long. The tower's going to explode!" Erza yelled.

Ben's eyes went wide from apprehension before they hardened in determination. "Alright! We gotta get outta here, NOW!"

Ben carried an unconscious Natsu and ran behind Erza. After taking a few steps, Erza stopped and looked back at Simon's dead body, which was sliding into a large crevice. Ben glanced to where to where Erza was looking and frowned in sadness. He laid a comforting right hand on her shoulder.

"Goodbye…" She said tearfully.

Choking back a sob, Erza turned around and ran alongside Ben. The duo managed to keep their balance, despite the extreme shaking of the tower and the growing fissures in the floor. All of a sudden, blue liquid-like blobs began to ooze from the floors and harden all around them.

Without warning, a blast of blue energy emerged from the floor behind them and knocked the trio to the floor. Ben was on his stomach with Natsu sprawled out beside him. The brunette clenched his teeth in pain as he sat up. He looked to Erza on his right, who was on her hands and knees.

"We gotta get out of here now before this place blows sky high." Ben grumbled.

Erza groaned before responding, "We can't! The destructive power of this lacrima must be massive. Even if we made it outside we'd still be caught in the explosion!"

Ben took a glance at his Omnitrix and saw that the faceplate was still red. "Damn. And the Omnitrix is outta power. Until it recharges I can't get us out of here."

"By the time it recharges it may already be too late." Erza argued. She closed her eyes and lowered her head in frustration. "NO! It's over!"

"Don't say that!" Ben yelled. "It's never too late. You can't give up now!"

Erza picked up her head and stared at Ben with wide eyes. How could Ben still remain so confident, even in the face of death? It was then she realized that Ben was right. They couldn't give up now. The strong, determined expression that Ben was used to seeing on Erza's face soon returned.

"You're right, Ben. I'm sorry." Erza replied. "But if the blast can't be contained and we can't escape it…what do we do?"

Ben looked around as the tower continued to quake and jets of bright cobalt-colored energy shot out from the floors. "Uh…let me get back to you on that."

Erza gritted her teeth together as she racked her brain for answers. Suddenly, her eyes went wide when she remembered what Jellal had said to her before he tried to sacrifice her.

"_The magical energy in this lacrima must be fused with the body of my sacrifice. Once that happens your flesh will break down and reconstruct itself to create Zeref's body."_

"That's it!" Erza said out loud, catching Ben's attention.

"What's it?" He asked, confused.

Erza turned to a giant, blue blob on her left and stared at her reflection. _'If I can fuse my body with the lacrima, I may be able to control it and keep it from exploding.' _She realized.

Erza stood up from the floor and stepped toward the water-like bubble and placed her right hand against it. _'It's a risk…I'll have to take.' _

She pushed against the blob and sharply gasped when her right forearm was sucked in. _'Good…I was worried it might reject me.' _

Ben stared at this scene in bewilderment and concern. He shakily regained his footing and took a step toward his redheaded friend. "Erza…what are you doing?" He asked, worried.

Erza turned back to him with a sad frown. "I'm sorry; Ben, but I don't have a choice. It's the only way I'll ever be able to stop it."

"What do you mean?" Ben inquired further, a foreboding sense of dread building in his gut.

"If I can fuse my body with the magical energy, I may be able to prevent the tower from exploding." Erza explained.

Alarm and shock swept over Ben's face. If Erza did that, then that would mean she would…

"NO!" He shouted. "I can't let you do that! There has to be another way!"

Erza let out a painful cry as her right arm was sucked into the blue blob.

"ERZA! NO!" Ben ran toward her; however, midway he felt his legs give out as he crashed to the floor. He took a quick glance at the Omnitrix and cursed when he saw that it was still recharging.

"I promise I'll stop it. There's no need to worry." Erza assured with a resolute smile. "I'm determined to save all of you."

Erza let out another painful scream as her entire body, minus her head, was then sucked into the blob-like lacrima. Ben's face twisted with panic and trepidation. "ERZA!"

He frantically crawled on his hands and knees toward the lacrima. Ben mentally cursed from how weak his body felt. It must've been a side effect from transforming into Atomix. His new powerhouse must've drained away most of his remaining strength.

Ben came to a stop right in front of Erza, panting slightly. She looked down at the emerald eyed teen with glossy eyes. "I have to…" she whispered. She pulled her right arm out and gently caressed Ben's face, looking at him with a smile.

"I can't imagine what my life would've been like without Fairy Tail…if it weren't for Natsu and the others…and you, of course. I probably wouldn't be here today." Erza said. "I hope you all know…how important you are to me…I care for you all so much."

Ben gazed at Erza with wide eyes and his mouth gaped slightly. "Erza…" He murmured.

Erza pulled her hand away, still softly smiling at Ben. "That's why…I'm willing to make the ultimate sacrifice. If it means my loved ones will be spared, I'll gladly give my life." She paused and her smile grew brighter. "It was a pleasure getting to know you, Ben Tennyson."

After that, Erza was finally pulled into the blob-like lacrima. Her eyes closed as her body began to drift away in the blue liquid.

"NO!" Ben shouted hysterically, banging his fists against the surface, which felt harder than a rock now. "GET THE HELL OUT OF THERE RIGHT NOW! ERRRRZZZZAA!"

'_Ben…watch over everyone…please….keep them all safe.' _Erza looked at the brunette with a warm smile. _'I promise…I'll always be by your side.'_

Tears rolled down Ben's red face as he witnessed Erza's body get sucked deeper into the azure blob. He felt like his heart and gut were simultaneously twisting into large, painful knots. He couldn't bear to see this.

Ben placed his forehead against the surface of the lacrima and sobbed madly. He had failed. Despite his best efforts, at the end of the day, Erza was still going to die. Suddenly, Ben's eyes shot open when a horrifying memory that he had been trying to suppress for the past two years came crashing back hard. His heart beat through his chest while his breathing hitched in his throat and his mouth dropped slightly.

Ben was stuck in this frozen state for a moment before his determination abruptly returned. His eyes narrowed in fury while he clenched his fists and gnashed his teeth together. What the hell was he doing?! He couldn't give up!

"No…" he said weakly. Ben then slammed his fists against the lacrima crystal. "NOOOOO! I WON'T LET THIS HAPPEN AGAIN!"

Ben reared back his left fist and punched the lacrima with all his strength. He grimaced from the impact and the bleeding cuts on his knuckles. Nevertheless, he continued punching the crystal blob with all of his remaining strength.

"NO! DAMMIT!" Ben yelled, frustrated. "I won't let it end like this! ERZA!"

Suddenly, when Ben's left fist made contact with the blob again, a small, green bolt of energy sizzled out from his Omnitrix and into the crystal. As a result, the surface became liquid-like and promptly sucked in Ben's left arm.

The Omnitrix wearer cried out from the searing pain filling his body. Despite the stinging sensation filling his body, Ben continued pressing forward and stepped into the lacrima. He stretched out his arm and reached for Erza.

…

_Erza's shot open. She had just had a dream of when she had gotten her right eye repaired by Porlyusica. She looked around to see she that she was seemingly sinking into the ocean. Bubbles floated past her and up to the surface, where a bright light was shining down. _

'Where am I?'_ Erza thought. _'Is this the lacrima? No…it feels different…'

_Without warning, a white flash consumed her vision. When she reopened her eyes, she realized that she was floating in the air. She noticed that she was also wearing a white dress. Erza glanced around and studied her surroundings. _

_She was back in Magnolia; more specifically, the town's graveyard. The sky was blanketed in grey, depressing clouds as rain poured down. Below her were all of her guildmates from Fairy Tail. They were all wearing black outfits and stood in front of a statue with sad, downcast expressions. _

_Erza looked at the statue and gasped in shock. It was a statue of her riding on top of a horse and holding a javelin-like weapon, and behind it was a giant carved ankh. There was a tombstone in front that read: _

**Erza Scarlet **

**X765-X784**

_Erza's eyes widened in realization: she was at her funeral. _

'Is this me? It can't be…' _Erza dreaded. _'I'm dead.'

"_Erza Scarlet touched many lives in this world, with a heart as huge and boundless as the sky above." Makarov announced sadly, holding back his sobs. "Her noble sword shone vibrantly as she protected those she dearly loved. She moved with the grace of a fluttering fairy, and her exquisite beauty rivaled that of Mother Nature herself. It's a painful reminder that love can give you strength, but losing love can render you powerless." _

_Makarov sniffled as his body shivered. "We'll miss her." _

_Erza looked on at small, old man in melancholy. "Master…" she whispered. _

"_Our Fairy Tail family will never be the same." Makarov continued. _

_Suddenly, seven members of the Magic Council stepped into view, wearing black robes. In the lead was the head of the council, Org. _

"_In the wake of this tragedy, we have been left with two empty seats on the Magic Council." Org said. "We have unanimously voted to award one of those seats to her posthumously. I am proud to declare Miss Erza Scarlet an eternal member of the Ten Wizard Saints."_

_The members of Fairy Tail all glanced back at the seven councilmembers with desolate frowns, obviously apathetic over their announcement. Erza looked around and paused when she spotted Ben. He was off the side away from the group, sitting on a lone stone bench. He was hunched over and his face was buried in the palms of his hands. Like all of the present male guild members, he was wearing a black tux and dress shoes._

"_I've had enough!" Everyone turned to see an angry Natsu stepping up the path that led to her grave. "I can't just sit back and watch you go through with this!"_

_Erza looked on in sympathy for her pyromaniac friend. "Natsu…" _

_Natsu came up and kicked off the roses that had been laid on her grave, startling the gathered mass of mourning people. _

"_Just what do you think you're doing, young man?!" Makarov shouted angrily. _

"_Please," Lucy pleaded tearfully, "calm down." _

_Gray rushed forward at Natsu. "How dare you!" _

_However, before the Ice-Make wizard could reach him, Natsu felt a fist connect with his face. He was sent sprawling onto the cold, wet ground. The group of gathered wizards gasped when they saw who had punched the Dragon Slayer, even Erza was taken aback. _

_Natsu sat up and rubbed his sore face, angered that someone had punched him. He looked and was surprised to see Ben standing over him, still in his post-punch stance. The upper half of the shape-shifter's face was shrouded in darkness. _

_The pink haired wizard growled and was prepared to yell at him until he noticed something. Ben was scowling down at him with tears streaming down his red face. Natsu gasped lightly, shocked to see Ben so livid. _

"_YOU THINK YOU'RE THE ONLY AFFECTED BY THIS!?" Ben roared. "We're all suffering here, you idiot! Not just you! Throwing a temper tantrum isn't going to bring her back!" _

"_B-but…" Natsu stuttered, choking on his sobs, "She has to be alive!" _

"_FACE IT! She's gone!" Ben then looked away, his rage turning into depression. "She's gone…I failed…" he whimpered. _

_Ben collapsed to his knees and hunched over, breaking down into anguished sobs. Lucy and Gray rushed over to Ben's side. The former kneeled down and wrapped Ben in a hug, and he buried her head into her right shoulder. The latter laid a comforting hand on his left shoulder, looking down in sympathy and despondency. _

_Erza closed her eyes and placed her hands over her mouth, which only muffled her sobs. She couldn't bear to see this heartbreaking scene. _

'I sacrificed myself…because I thought it would make the future better for them.' _Erza despaired. _'But that's not the case. I never thought things would turn out this way. I wanted to save them so they could go on living happily. I never meant to hurt them like this.'

_All of a sudden, the scene faded into a gold and white space. Erza pulled her hands away from her face and looked around in shock and confusion. _

'What's going on?'_ She wondered. _

_Suddenly, through the brightness, Erza spotted a large hand with a white and green watch attached to the wrist reaching out to her. Then, her vision went dark as she faded into unconsciousness. _

…

Ben grunted painfully as he pulled Erza's limp form out of the blob-like lacrima, his arms wrapped around her back. He yelled out as he finally freed Erza from the blob and fell onto his back with Erza lying on top of him. The teen hero grimaced as he gently rolled the redhead off of him.

He gnashed his teeth from the painful sensations racing through his nerves. Despite the anguish, Ben gathered enough of his strength to shakily return to his feet. He turned his gaze to the azure, bubble-like crystal standing in front of him.

A moment passed as the tower resumed its quaking and torrents of cobalt energy fired from the structure. Judging by how unstable the tower was becoming, Ben predicted that there was less than a couple minutes left before it exploded. He needed to act fast.

He glanced back at Erza and Natsu, who were both lying on the floor unconscious.

'_I won't let any of them die.' _Ben thought determinedly.

He lifted up his left arm and looked at the Omnitrix, letting out a sigh of relief to see that the faceplate was now green. "It's Hero time." He said inaudibly, activating the watch and scrolling through the holo-wheel.

Meanwhile, Erza's eyes slowly fluttered open as a groggy moan left her lips. When her vision refocused, she noticed that she was staring up at the black, cloudy sky. She could also feel the ground beneath her shaking violently.

Erza steadily sat up on her knees and gasped when she realized that she was no longer in the lacrima. "What happened?" She asked out loud.

She then looked forward to see Ben standing in front of the lacrima she had stepped into earlier, currently messing with his Omnitrix. Erza's eyes then widened in recognition. The hand that had stretched out toward her…it was Ben's!

He had saved her again. He had found her through that sea of magic energy and rescued her. Erza felt her heart flutter, much to her confusion.

"Ben?" Erza said weakly. "What are you doing? Why did you pull me out?"

Ben ceased fiddling with his Omnitrix and froze; much to Erza's bewilderment. He was silent for a short moment before he finally spoke.

"You've lost friends… and suffered so much here." He said gravely, without looking her. His fists then clenched as his body began to lightly quake. "And I'll be damned before I let you die in this place…"

Erza flinched when Ben looked back at her with a livid expression; it was exactly identical to the look that the Ben in her vision had given Natsu after he punched him. "YOU HEAR ME?!"

Erza was rendered speechless. She stared at the emerald eyed teen with wide eyes and her mouth gaping open. The scarlet haired knight was bewildered when she felt a warm feeling begin to swell in her chest. What was this sensation?

"Ben…" She breathed heatedly.

"I'll handle this." Ben continued, turning back to the lacrima. "You, Natsu, and the others are going to live. I'll make damn sure of that."

He turned his attention back to the Omnitrix, selected an icon, and slapped down the dial. After the usual emerald flash, Ben had been replaced by…

"**Chromastone!" **

The Crystalsapien walked up to the water-like blob and smashed his balled fists into it. Chromastone's body began to shine luminously with the colors of the rainbow as he proceeded to absorb the magical energy within the Tower of Heaven. As a result, the energy geysers shooting from the tower and the constant shaking began to lessen slightly.

Erza was forced to shield her eyes as the light shining from Chromastone's body became brighter by the second. A moment later, Ben let out a groan of discomfort from the strain being inflicted on his body. As Chromastone, Ben could absorb a lot of energy; however, he did have a limit, and it appeared he was steadily approaching that limit. To make matters worse, he could still feel a lot of energy remaining in the tower.

Erza panicked when she noticed that Ben was beginning to struggle. "Are you crazy?!" She scolded. "You can't possibly absorb this much magical energy!"

Chromastone grimaced, knowing that Erza was right. If he continued to absorb so much energy, his body would shatter into pieces. What could he do? Suddenly, Ben's eye widened when an idea popped into his head. He wasn't sure if it would work, but it was worth a try.

"You're right." Chromastone admitted, making Erza breathe a sigh of relief; unfortunately, her relief was short-lived. "Which means it's time…to step it up a notch!"

He pulled out his right hand and slapped the Omnitrix on his chest, causing four spikes to extend from the disk. He was again consumed in emerald light as an evolutionary surge filled his body.

His height increased to twelve feet whilst his body became bulkier and robust; more so than Diamondhead's. His crystal skin turned into a reddish-black color. The six crystal spikes on his back became longer, octagonal-shaped, and bright ruby-colored. Three more octagonal-shaped crystals sprouted from his shoulders and resembled sapphires. Four smaller spikes extended from each forearm; the right was emerald and the left was amber. The two crystals on his chest were diamonds. The pink crystal on top of his head grew a couple inches larger whilst two more pink spikes sprouted out, one in the front and one in the back; it looked almost like a Mohawk. Though he still had one green eye, his face had turned ruby red.

"**Ultimate Chromastone!" **He shouted.

Erza stared at this new Ultimate form in awe and fascination, her jaw hanging open slightly. Ultimate Chromastone kept his left hand in the lacrima and continued to absorb the ethernano. He turned back to Erza and extended his right hand toward her.

Suddenly, two rainbow-colored energy tendrils manifested out from his hand and wrapped around a surprised Erza and an unconscious Natsu. The tendrils then came together and changed into a multi-colored energy sphere, trapping Erza and Natsu within.

"BEN!" Erza cried, banging her fists against the sphere. "What are you doing?"

"Getting you and Natsu out of here," he answered. "I'll teleport you two to a safe distance from the tower."

One of the new features of this Omnitrix was that whenever Ben transformed into a new form, the Omnitrix would send details of its abilities to Ben's mind. This was how he was able to quickly figure out how to use Beelzebash, Ultimate Articguana, and Atomix. However, Ben still needed to practice using their powers in order to master them, naturally.

One of Ultimate Chromastone's abilities that Ben had discovered instantaneously was that he could teleport himself with just a thought and others via an energy sphere.

"NO! Please…you can't…" Erza yelled frantically. "You could…you could…"

"I'm well aware of what might happen to me, Erza." The hyper-evolved Crystalsapien replied flatly. "But that doesn't matter. What matters is that I get you and Natsu to safety."

Erza stared at Ben, her bottom lip quivering as tears streamed from her left eye. "No…please…don't…"

A small smile graced Ultimate Chromastone's ruby face. "No stopping me now. Someone's got to keep this tower from blowing sky high." He paused. "Be safe, Erza, and…live."

"BEN!" Erza sobbed wildly. "DON'T!"

Ultimate Chromastone clenched his right fist, causing the energy sphere to shine brightly before it vanished into thin air…along with Erza and Natsu. The ultimate Crystalsapien sighed deeply, relieved that his friends were now safe. Now, he needed to prevent the tower from exploding and killing any innocent lives that might still be within the blast radius.

He turned back to the blob-like lacrima and stepped inside it. Once he was fully emerged in the liquid-like substance of the lacrima, Ben closed his eye, concentrating on his abilities.

All of a sudden, Ultimate Chromastone's body began to glow brilliantly with the colors of the rainbow as he absorbed the tremendous amounts of magical energy within the tower. As a result, the tower began to stabilize as the excess power was absorbed into Ultimate Chromastone. The shaking and the ethernano torrents shooting from the crystal gradually deceased.

Ultimate Chromastone groaned loudly as he was filled with more and more magic power. Though he could absorb an immense amount of energy in his upgraded form, he still had a limit.

The hyper-evolved Crystalsapien grunted and refocused on absorbing the ethernano. He didn't have time to worry about limits. He continued sucking in the massive amounts of energy still coursing through the giant lacrima. Ben groaned as he felt the strain on his crystal body.

The wizards in Juvia's Water Shell looked on in awe and confusion at the Tower of Heaven. Just a minute prior, it was shining a brilliant blue and looked ready to explode. Now, however, rainbow-colored shafts of light cast off of the crystal structure. It truly was a breathtaking sight to behold.

"Whoa," Sho gaped. "What's happening?"

"So pretty…" Millianna marveled.

"Why is the tower shining like a rainbow?" Lucy asked.

"No clue." Happy admitted. "This doesn't make sense. Why is the lacrima doing that?"

Gray looked at the radiant, colorful tower through narrowed eyes. He had seen that kind of energy before, but where? He wracked his brain to remember until it suddenly came back to him.

"I know. That has to be Ben." Gray answered.

The other wizards turned to the Ice-Make wizard, confused.

"On Galuna Island, I remembered Ben transforming into some kind of crystal-man that could shoot rainbow-colored energy blasts." Gray clarified. "That energy looks exactly like it."

Lucy's eyes went wide in recognition. "Oh yeah…that's right."

"Wait! What's happening now?" Wally shouted.

They turned back to see that the multi-colored light was flowing up the structure of the tower toward the very top. In its wake, the crystal began to crack and fall away.

"The tower…it's breaking apart…" Happy muttered, shocked.

Meanwhile, back in the lacrima, Ultimate Chromastone clamped his mouth shut to suppress his growing agony. The power building up inside him was becoming too much to contain. A few cracks had already formed across his torso and the gemstones on his arms and shoulders. Nonetheless, Ben wouldn't stop until he was certain that he had absorbed every last iota of energy within the tower.

'_Gotta…keep…pushing…' _Ben thought tensely.

A moment later, the Ultimate Alien let out a sharp cry of pain. A spider web of cracks spread across his body. He was on the verge of shattering into pieces. Confident that he had absorbed enough power, Ultimate Chromastone pointed his arms upward and discharged all the energy he had gathered.

Astonishingly, a colossal, multi-colored beam shot up into the sky and out into space. The wizards in Juvia's Water Shell and the members of Trinity Raven looked at the brilliant ray in pure awe. As the Etherion's magical energy was fired into space, the giant lacrima began to rapidly shatter into nothingness.

A minute passed before the beam disappeared. Suddenly, a thundering boom echoed across the ocean as a large tidal wave was produced from the destruction of the tower and the island it had once resided on.

The group of mages cried out as the ball of water they were standing in was quickly washed away with waves, far away from where the Tower of Heaven had once stood.

…

Ben's body slowly sank into the dark ocean depths. A trail of bubbles floated away from his open mouth. His black polo shirt and brown slacks had been left in tatters and his body was covered in bruises and scrapes. He remained unconscious as he plunged deeper into the ocean abyss.

Was this the end for Ben Tennyson?

Suddenly, the teen hero's eyes fluttered open as his consciousness returned. He was confused when he noticed that his vision was blurry and that he could only see blue. The last thing Ben remembered was changing into Ultimate Chromastone, teleporting Natsu and Erza out of the tower, and absorbing the Etherion's energy.

Ben's thoughts came to a screeching halt as an air bubble escaped his throat and water filled his lungs. He came to the easy conclusion that he was in the ocean and currently drowning.

The teen hero panicked and tried to swim; however, his body refused to cooperate. Every fiber of his being was numb and weak. He simply didn't have the strength to swim.

Ben felt his vison grow darker as he sank deeper into the dark abyss. It was then that a daunting realization set in for him: this was the end. He closed his eyes as he prepared to let go of the last bit of air left in his chest, accepting his fate.

All of a sudden, a golden light entered Ben's vision. He paused and stared at the light in curiosity. Ben gasped when an apparition of a certain blue haired man appeared before him.

'_Jellal?' _

He was surprised to see that instead of looking at him with scorn or malign intent, Jellal was smiling at him in a friendly, nonthreatening matter. It was like he was an entirely different person now.

"Ben," he spoke out, "you cannot die here."

'_Huh…' _

"Go…return to Erza…and stand by her side." Jellal paused as his smile grew brighter. "She needs you now more than ever."

'…_Erza…' _Ben thought.

"Thank you for freeing me, Ben Tennyson."

Jellal's form vanished along with the gold light clouding his vision. The harsh reality of Ben's situation swiftly returned. He couldn't hold his breath much longer. He needed to do something now.

A light-bulb shined in Ben's head. Digging deep into his remaining reserves, the brunette reached out to his left arm. He could see the blurry white image of the Omnitrix on his wrist. He tapped the faceplate, causing the holo-ring to pop out. Unfortunately, due to the water and Ben's already clouded eyesight, he couldn't make out the icons on the interface.

Taking a chance, Ben pressed a random icon and weakly slapped down the dial…just as he let loose his last gulp of air.

…

A few clouds were scattered across the night sky. The ocean glistened under the bluish-silver light of the full moon that shone vibrantly.

Sprawled out on a sandy beach was a redheaded woman and a pink haired man, both unconscious. The eyes of the former slowly opened as she began to awaken from her slumber. The first thing she saw was the partially cloudy night above, and she could hear the gentle crash of the ocean waves.

Erza steadily sat up and could see that she was on a beach somewhere. "Where am I?" She asked.

She glanced to her left and could see a passed out Natsu lying on his stomach. Erza reached out and gently shook his shoulder.

"Natsu…wake up…" She said.

The Dragon Slayer groggily groaned in response, which prompted Erza to increase her shaking; eventually, Natsu finally woke up.

Natsu moaned tiredly as he used his arms to pick himself off the sandy ground. He glanced around, bewildered. "Ugh…what happened? Where are we, Erza?"

Erza turned away and looked off toward the dark blue ocean. A short moment passed before Erza spoke up. "I don't…"

"ERZA! NATSU!"

The duo was startled by the sudden shouting of their names. They turned to see Lucy, Happy, Gray, Juvia, Sho, Wally, and Millianna all running across the shore towards them. Happiness and relief was etched into their features. The group of wizards gathered around them.

"Sister," Sho kneeled down and wrapped Erza in a hug, which she gently returned. "You're okay!"

"Geez, what happened to you, flame-brain?" Gray taunted, taking note of the numerous scrapes on Natsu's body and the tears in his outfit.

Natsu glared at the ice mage angrily. "I was kicking ass! That's what happened, perv!"

Lucy sweat dropped. "You two just met back up and you're already arguing."

"Aye," Happy chimed.

Erza separated from Sho and returned to her feet. She glanced around the group and tilted a brow when she noticed one person missing. "Where's Ben?"

Immediately, downcast and desolate expressions took hold on everyone's features. Erza could see tears forming in Lucy, Juvia, and Millianna's eyes as they lowered their heads. The guys, not counting Natsu, looked away in dismay.

Erza felt her chest clench in apprehension from those expressions. What had happened to Ben? Suddenly, Erza sharply gasped when it all came crashing back to her. She remembered Natsu and Ben's fight against Jellal, stepping into the lacrima to sacrifice herself, Ben pulling her out, and using a new Ultimate form to teleport her and Natsu away.

"What happened? Where is he?!" Erza demanded frantically.

"We saw a huge energy beam fire from the tower and into the sky. After that, the tower disappeared and a tsunami washed us away." Gray explained despondently.

Wally sniffled as he pulled off his hat and held it over his heart in reverence. "I'm sorry, doll, but…nothing could've survived that."

Erza's eyes widened and her bottom lip began to quiver. A moment that felt like eternity passed as the frightening realization set in. She fell to her hands and knees, staring off into space.

"No. No. NO. NO! It can't be!" Erza sobbed, smashing her right fist into the sand. Tears streamed from her left eye as she began to cry without abandon.

Lucy kneeled in front of her and wrapped Erza in a comforting hug, tears rolling down her cheeks as well.

Erza's mournful sobs echoed across the beach. The others hung their heads in despondency. A melancholic air hung over the group as they grieved at the loss of their friend.

Happy looked away toward the ocean with tearful eyes. He couldn't bear to watch Erza cry so much. As he lifted his head, he perked up when he spotted something. He narrowed his eyes toward the sea, studying the object more attentively.

The blue cat went wide-eyed and gasped when he saw what the object was. "LOOK!" Happy shouted as he jumped up and down.

The group, minus Erza, turned to Happy in confusion. When they looked to where he was frantically pointing, their jaws dropped in shock.

A black and greenish-white, fish-like humanoid was walking through the gentle rolling waves and up to the shore. The creature's mouth was hanging open as it panted heavily. It appeared to be completely exhausted.

They smiled brightly when they spotted the hourglass disk on the creature's belt and the Fairy Tail mark on its left shoulder.

Ripjaws shakily ambled to the shoreline before he collapsed to his knees. In a flash of emerald, he transformed back to Ben. He was breathing deeply while his heart was pounding through his ribcage. A mixture of ocean water and sweat raced down his face.

"BEN!" The group shouted simultaneously.

They all rushed to Ben in excitement and relief. Instantaneously, the depressing aura had been uplifted. Lucy and Juvia rushed over and gave him a quick hug, happy that he was alive while the guys simply grinned.

"You're alive!" Lucy squealed happily.

"Thank God..." Gray sighed. "We all thought you died in that explosion."

Ben lightly smirked. "It's gonna…take more than that…to take me down." He breathed in-between each pause.

The group chuckled at Ben's cocky response.

Erza, meanwhile, was still on her hands and knees in the sand, petrified. She stared at the green eyed teen with wide eyes and her mouth agape. A storm of emotions was raging through her mind. She didn't know what to feel at the moment.

Suddenly, Erza's fists clenched as her body stiffened. A dark expression crossed her features as she stood back up.

Lucy and Juvia helped Ben get back to his feet. He was a little wobbly in the knees for a moment before he regained his ability to stand. Ben was about to speak up until…

"BENJAMIN KIRBY TENNYSON!" Erza roared, causing everyone to shake in their shoes and look at her.

The redheaded warrior stomped past everyone and went straight toward Ben. The Omnitrix bearer gulped nervously as she approached him. "Uh…Erza…"

SMACK!

Ben fell back to the ground, holding his now bruised cheek. The others looked on in shock at Erza, who had lowered her right hand after slapping him. Ben then sat back up.

"You idiot!" She knelt down and punched Ben in the gut with minimum force, but enough to get her point across. The young man gritted his teeth in pain as she continued to lightly punch him in his abdomen. Normally, he would've tried to shield her blows; however, he was simply too exhausted.

"What the hell was going on inside your head?" Erza demanded angrily as she continued her onslaught. "You could have been sucked into that lacrima for good and be gone forever! Do you have any idea how worried we all were?! Lucy and Juvia were worried as hell about you!"

Lucy and Juvia both went bug-eyed. "Don't drag us into this!" The former shouted.

Natsu scratched his head, stumped. "But…you were crying more than any of us."

Erza ceased her punching and looked away with closed eyes.

Ben looked at Erza with half-opened eyes. "Erza...I..."

Erza turned back to Ben and, to his shock, she was crying. Not just from her left eye, but her right eye as well. Without warning, the Fairy Queen embraced the Omnitrix bearer in a tight hug, her face buried into his chest.

"You idiot!" She wept. "P-please…don't ever do anything like that again…" Her sobbing increased. "I…I can't…I can't lose…" She trailed off.

Ben blushed slightly from Erza's closeness and from how much she truly cared for his wellbeing. The teen hero felt another warm sensation stir in the pit of his stomach, much to his confusion. What was this feeling?

Ben ignored it as he wrapped his arms around the middle of Erza's back, hugging her gently. He rested his forehead on top of her head. "I'm sorry." He said sincerely. "I promise…I won't ever…do that again."

Erza sniffled. "If there's one thing this experience has taught me…you don't die for your friends…you live for them…because the future wouldn't be as bright without you."

Ben smiled. "I couldn't agree more."

Finally, exhaustion caught up with the wearer of the Omnitrix as he went limp in Erza's arms, drifting off into sleep. Just before he faded into slumber, Jellal's voice echoed through his mind.

"_Go…return to Erza…and stand by her side. She needs you now more than ever."_

…

**A/N: At long last! The Tower of Heaven arc is finally complete! Hurray!**

**I would like to extend thanks to Stone-Man85 and TallGuy94. Their input for this chapter was greatly appreciated.**

**By the way, TallGuy94 has an awesome picture of Atomix vs. Jellal on his deviantart page. There will be a link to it on my profile page. Stone-Man85 has also drawn up a picture of the final scene between Ben and Erza, hugging on the beach. The link will also be on my profile page too.**

**If anyone would like to draw Ultimate Chromastone, please let me know. I would do it myself; however, I suck at drawing.**

**Okay, for those who are about to flak me because Simon died, I need to clear this up. Simon's death was important to the Fairy Tail plot. Not only does it come into play in the Grand Magic Games arc, it also helped Natsu achieve Dragon Force. His death was unfortunate but essential.**

**Some of you may also be wondering, what was that spell that Jellal cast on Ben?**

**"May the darkness of despair ravage your soul, and deliver you unto oblivion!"**

**No spoilers. It's a big surprise. However, it does pertain to the original arc that I have planned for after the one-shot that follows this chapter. For the few people who know, I beg of you…please don't tell anyone.**

**Anyways, I hoped everyone enjoyed seeing Atomix kick some major ass! Apologies for him doing the same moves in the exact same order from his debut in Omniverse. But, in my defense, Atomix has only four known attack moves so there wasn't much I could do.**

**Next chapter: Pesky Farewells – the Ultimate Team send Sho, Wally, and Millianna off with a big bang. Ben uses his most adorable transformation ever to take a glimpse at Natsu's dreams; however, it backfires and brings back painful memories.**

**Well, my college starts on August 25th. Updates will most likely be longer since I do have to study. However, in my free time that isn't devoted to reading books, I will do my best to get the next chapter out. I'll try and have it done in at least two to three weeks, but no promises.**

**Until then, please leave any comments or critique in the review box. Remember people who shoot flames will face the fury of Atomix's Nuclear Winner attack!**


	23. Pesky Farewells

**A/N: Well, I've found time in-between my studies to bring you this newest addition to **_**Ultimate Fairy**_**. **

**I really appreciate the support I've been given so far. It really is awesome of you wonderful readers. **

**On an unrelated note, I got a review from a Guest proclaiming that Ben's horrible memory I've mentioned on a few occasions is the Feedback incident from Omniverse. Wow. That's just…wow. That's not even remarkably close. I don't even know how this person came to that conclusion. If you go back to Chapter 16 to Feedback's debut and read carefully, you will see for yourself how it cannot be that. **

**Though Ben has the Omniverse Omnitrix with an added Evolutionary Function, the events of Omniverse have not happened. **

**Okay, you guys really need to read the Authors Note more closely. I noticed some people proclaiming that the Fighting Fest will be starting after this chapter. Wrong! After this one-shot is the start of my original arc. After that is a couple one-shots and then I will start the Fighting Fest arc. **

**Anyways, enough of my babbling and on with the show! **

…

**Ultimate Fairy **

**Chapter 23: Pesky Farewells **

…

Over an hour had passed since the Ultimate Team, Sho, Wally, and Millianna reunited on the beach. Everyone, especially Erza, was more than relieved to see that Ben had survived the Tower of Heaven's annihilation. The group walked down the sandy shoreline for a few miles until they arrived back at Akane Resort.

Erza carried an unconscious Ben on her back the entire way, ignoring the protests from the guys of the group who had offered to carry him. Sho, Wally, and Millianna were split up and stayed in separate rooms amongst the Ultimate Team.

Meanwhile, Erza had carried Ben to his hotel room and gently laid him down on the bed. She had even tucked him under the covers. Now, the redheaded warrior was sitting on the right side of the bed, watching Ben as he slept. She had re-quipped into her sleeveless white blouse and blue skirt attire minutes prior.

Erza could tell that Ben was utterly exhausted, and she understood why. After all, he had battled against a member of the Ten Wizard Saints, absorbed all the magical energy within the Tower of Heaven, and had swum all the way back to shore. Anyone would be drained after doing only one of those, but Ben had done all three in a single day!

She took notice of the numerous cuts and bruises across his body. He would definitely need to have those treated and bandaged up tomorrow morning. However, he was in the same boat as her and the rest of the team, especially Natsu.

Erza was deep in thought as she gazed at the slumbering superhero with glossy brown eyes. "You saved my life today…three times…" She counted the times when Ben pulled her out of the lacrima twice and took down Jellal. "…and even when I told you to leave, you never abandoned me." She smiled warmly. "And you helped me overcome my fears…whether you know it or not. Thank you."

Unconsciously, Erza closed her eyes and leaned down; planting a soft kiss on Ben's left cheek. Realizing what she did, Erza went wide-eyed, stood up, and hastily exited the room. Erza sat on the floor outside of Ben's room, leaning up against his door with knees folded up to her ample chest. Her face had turned several shades of red as she breathed deeply.

'_How could I have done such a thing?' _Erza yelled inwardly. _'Why is my heart beating so fast?' _She placed her hand over her chest, trying to calm her rapidly beating heart.

"That was a bold move." a monotonous, feminine voice said.

Erza cried out and nearly jumped out of her skin when she saw Juvia sitting next to her. "J-Juvia?!" She stuttered comically. "When…h-how did you…"

"I just came by to see how you and Ben were doing." Juvia answered with a neutral frown. A tint of pink then bloomed on her face as she gushed with a smile. "When I peeked in I saw you place that heartwarming kiss on his cheek. Oh…how romantic!"

Erza's blush intensified. She closed her eyes and looked away, crossing her arms over her chest. "You were just seeing things." She said stubbornly. "Ben is just a dear friend and teammate to me…nothing more."

Juvia blinked twice and looked at Erza quizzically. She could tell that Erza wasn't being honest with herself.

"But…back on the beach, he looked like more than just a friend to you." Juvia pointed out. A goofy smile appeared on her face as she placed her hands on her flushed cheeks. "Oh, you were crying so much when you and Ben were reunited, both of your eyes were just swelling with tears."

Erza's eyes snapped open in shock from the latter part of her comment. She turned to Juvia with a shocked expression. "What! That can't be." She muttered. "I…I can't cry from my right eye."

Juvia turned to Erza, confused. "That's never happened before?"

"No," Erza whispered as she lightly touched under her right eye. "This eye is artificial, and ever since it was put in, I've never cried from it at all. The one who made it never understood why, and it's never swelled with tears since. Until now…so why?" She then stopped when she noticed Juvia's starry-eyed look.

Erza sweat dropped and calmly asked, "What?"

"I think I know why." Juvia beamed with her hands clasped together. "It's the power of love."

Erza growled in annoyance while looking away with a bright blush. "It's not love!" She exclaimed obstinately.

All of a sudden, a certain blue cat popped out of nowhere. "Erza luuuuvs Ben." Happy teased.

The Fairy Queen slumped her shoulders in defeat, and groaned, "Can you two just drop it?"

"Very well," Juvia nodded as she stood up. "But you cannot hide from your feelings, Erza. Sooner or later…you will have to face them."

Erza's eyes widened slightly from how wise Juvia sounded, and watched as she walked away.

"Ooooh…Ben and Erza sitting in a…" Happy didn't get to continue as he noticed the glare Erza was shooting him…as well as the dark, scary aura wafting off of her.

Happy screamed comically as he flew down the hallway. "RUN AWAY!"

When he was out of sight, Erza let out a deep sigh as she pondered on Juvia's words. She got up from the floor and glanced back at Ben's door.

'_Could it be true? Could I…really be in love?' _Erza sighed again she ambled down the hotel corridor, a swarm of thoughts racing through her head.

…

The group spent a couple days resting and recovering from their injuries sustained in the Tower of Heaven. Everyone had to get bandaged up and have their wounds treated, except for Ben. Once Ben finally woke up, he simply transformed into Swampfire and his injuries from the tower were instantly healed; however, that didn't mean he wasn't still sore.

In mid-afternoon, Erza had called a meeting with Sho, Wally, and Millianna on the beachside in front of the resort. She wore a simple white dress and she had bandage wrappings around her arms, shoulders, neck and torso.

Erza had already told them of Simon's death two nights ago; however, she felt like she just needed to speak with her old friends. The main point being, where would the trio go from here?

"It's not like we ever meant to hurt you or nothing." Wally said, rubbing his neck awkwardly.

"We're really sorry about everything." Millianna apologized.

Erza lowered her head and held her left elbow. "I should apologize to you. I left you in the tower for all those years." She looked away in shame. "I hope that you can forgive me."

"We've already forgiven you, Sis!" Sho insisted sincerely.

"But if I had gone back, then Simon might still be here with us." Erza stated calmly.

"I gotta tell yah," Wally stepped forward, "he was a good man. I just thought you should know that…'cause he always loved…"

"Shush, Wally!" Millianna interjected, panicked.

Erza still held her head low in dejection. "It's okay. I already knew how he felt. He gave his life to save mine. I'll always be grateful." Determination soon returned to Erza's features. "I know it's hard but we have got to keep moving forward. That's what Simon would've wanted us to do."

Sho, Wally, and Millianna simply smiled in agreement.

Erza smiled too as an idea came to her. "You could join Fairy Tail. Give Guild life a try?"

The trio's eyes widened and their jaws dropped from her suggestion. They certainly weren't expecting that.

"Really?" Wally asked, surprised.

"Meow. You sure that's okay?" inquired Millianna.

"Of course, but I don't want to put any pressure on you." Erza replied. "So I'll let you think it over for a bit."

Wally and Millianna turned to each other with elated smiles. "I don't know about you but I'm pretty sold on the idea already." The former commented.

"Meow. That would be a new adventure every day!" Millianna fist-pumped excitedly.

Erza's smile grew wider. "And we can all stay together. That would make me very happy."

Sho lowered his head slightly and smiled.

Erza stepped behind her friends and led them back toward the resort. "Let's head back to the hotel. I haven't had the chance to properly introduce you to Ben and Natsu."

"Meow. I really want to see Ben change into that big, cute kitty witty again." Millianna beamed brightly, referring to Rath.

Wally sweat dropped, annoyed. "That ain't no kitty, doll face."

Erza smiled and chuckled in amusement.

…

For the rest of the day, the Ultimate Team, Juvia, and Erza's old friends had fun at the resort; whether it was on the beach, at the amusement park, or in the casino. The group from Fairy Tail was very thankful that their vacation was back on track after the whole incident with the Tower of Heaven.

Though Ben still felt a bit sore from his experiences in the tower two days ago, he toughed it out and continued to have fun with his friends. Even though Millianna had kept pestering Ben to turn into Rath, which he ignored, he still had a good time with everyone.

But what really made Ben happy…was that Erza was finally smiling again.

They ended the day with a big feast outside under the starry, night sky. The food was enjoyable, and of course Natsu, Gray, and Happy provided entertainment with their usual antics.

While they ate, Ben and Natsu took turns explaining how they defeated Jellal. The group was quite shocked about hearing that Natsu had unlocked a new, higher level of Dragon Slayer magic known as Dragon Force. They were even more astounded when Ben told them about his newest powerhouse, Atomix. To think those two had so much power hidden within them...

Then, the topic was switched and Ben was asked how he managed to keep the tower from exploding. The Omnitrix bearer explained how he had transformed into Ultimate Chromastone and absorbed all the Etherion's magic. Needless to say, quite a few jaws had dropped at the table; not counting Erza, who simply smirked.

However, Ben didn't tell them of his vision of Jellal while he was sinking in the ocean. He concluded that it would be best to keep it to himself for the time being. Maybe he could tell someone in the future.

He glanced over to a smiling Erza, who was sitting next to him. A smile was brought to Ben's face as his cheeks flushed slightly. There was just something about Erza's smile that made Ben's insides flutter. Suddenly, the Omnitrix hero's blush deepened when a startling thought crossed his mind.

'_No. It can't be. Am I really…' _Ben trailed off when words of that Jellal apparition echoed through his mind.

"_Go…return to Erza…and stand by her side. She needs you now more than ever."_

Ben shook his head from his musings. He would ponder on that thought later. Right now was a time for fun and enjoyment.

The group talked about various things and laughed, having a great time. Ben looked around and grinned. Though he was a stranger to this magical world, he inwardly admitted that he wouldn't mind staying a little longer.

…

Later in the night, Ben opened the door to his hotel room and walked in. Closing the door behind him, he let out a tired yawn. He'd had a fun time today with his friends and was worn out as a result. He slipped off his green hero jacket and hung it up on the coatrack next to the small dresser on the left side of the room.

He was about to turn off the lacrima lamps and fall into bed, but stopped and slightly cringed from how sore his muscles felt. Combined with the strenuous events in the Tower of Heaven two days ago and his physical activities today, Ben would be lying if he said he wasn't aching badly.

'_Maybe a hot shower will help soothe my muscles.' _Ben thought.

Ben grabbed a set of new clothes from his suitcase on top of the dresser and walked into the bathroom, closing the door behind him.

Ten minutes later, the door to Ben's room burst open as a certain redheaded beauty clad in a simple but lovely white dress rushed inside.

"Ben!" Erza cried. She paused when she noticed that the brunette was nowhere in the room. "Ben? Are you in here?"

Ben opened an eye and looked in the direction of the bathroom door through the steamy mist. "Erza? What do you need?" He asked, confused.

"Have you seen Sho and the others?" Erza inquired.

"No," Ben responded, "not since dinner. Just hang on a sec. Let me get dressed."

Erza nodded. "Very well."

The Queen of the Fairies sat on the bed as she waited for Ben. Erza took a glimpse behind her and slightly blushed, remembering the kiss on the check she gave a sleeping Ben two nights prior. She turned away and closed her eyes, trying to purge those thoughts from her mind.

When she reopened her eyes, her gaze came across Ben's green jacket hung up on a coatrack. Erza blinked as she stared at Ben's signature jacket. Despite it being unusual compared to clothes normally seen in Fiore, it certainly complemented him well. It reminded her of Natsu and his scarf. There had never been a time where Erza saw the Dragon Slayer without his signature scarf given to him by Igneel.

Then, a thought raced across Erza's mind. The scarlet haired warrior stood up and pulled the jacket off the rack, holding it in her hands. Erza stared at the article of clothing attentively as she ran her thumbs across the smooth, green leather.

Shockingly, Erza pressed the collar area of the jacket to her nose, inhaling deeply. After a short moment, she closed her eyes and slowly exhaled with a dreamy smile on her face.

'_I don't know if it's his natural scent or cologne…but it smells so…good…' _Erza thought languidly.

The reality of what Erza was doing suddenly slammed into her like a freight train, causing her to sharply gasp. Panicked, Erza quickly put the jacket back on the coatrack and sat back on the bed. A blush swept across her face as faint trails of steam hissed from her ears.

"What's wrong with me? Why did I do that?" Erza whispered, shocked over her actions.

"Do what?"

Erza almost jumped out of her skin when she saw Ben walk through the now open bathroom door, wearing his usual attire: a pair of blue jeans and black t-shirt. His hair was slightly wet as a few locks stuck to his forehead.

Erza flushed. She had to admit, Ben certainly looked appealing...as always. Erza inwardly shook her head and refocused on what she had originally come to do.

"N-nothing!" Erza stuttered. "Anyways, you're sure you haven't seen Sho and the others?"

"Like I said, I haven't seen them since dinner." Ben replied.

Erza stood up and closed her eyes, resting her hands on her hips. Ben looked at her for a moment and it didn't take long before he finally deduced what she was thinking about.

"You don't think they would leave without saying goodbye, do you?" Ben questioned.

"I'm sure that's it." Erza responded.

"But why?" Ben said, slightly surprised. "I thought they said they would give Fairy Tail a try."

Erza didn't respond immediately as she lowered her head in thought. She then looked back up at Ben, and said, "Tell Natsu, Gray, and Lucy to get the fireworks ready and meet me on the beach."

Before Ben could inquiry further, Erza turned and walked out of the room.

"…Uh…okay…" Ben mumbled; a brow cocked in befuddlement.

…

Under the pale moonlight, Sho, Wally and Millianna were pushing a wooden rowboat into the water. The lights of Akane Resort were shining brilliantly from across the cove.

"You sure we'll be able to make it in the outside world?" Wally asked Sho as he tipped his hat up. "We've never been on our own before."

"Meow…" Millianna agreed.

Sho clenched his fist as determination swept across his features. "We're gonna have to try. Erza's got her own problems. She doesn't need us to weigh her down."

"There you are!" A voice interjected.

The trio turned to see a frowning Erza standing in front of them.

"You found us?" Sho noted.

Erza walked a few steps toward her old friends. The three turned away from her, unable to meet her gaze at the moment.

"Please don't try to stop us from leaving. We've made up our minds." Sho spoke up. "All we've ever known is the inside of that tower. It's where we grew up. Now we're adults and we don't know a single thing about the outside world.

"This is our chance to get out there and see it. For the first time in our lives, we're free to do whatever we want." Sho turned to face Erza with a resolute smile. "We want to follow our dreams like everyone else, but that's something we're gonna have to do on our own. We want to know what it means to be free."

A smile took shape on Erza's face. "Well, I have complete faith in you, and I know you'll do fine out there. I'm not worried."

Suddenly, Erza's body was shrouded in golden-white light. When the flash died away, she was now clad in a peculiar set of armor.

Its breastplate was attached to the waist-guard, which was composed of two hanging plates; all of which surmounted a long, white skirt that went down to her knees, and also had a blue and yellow design going down the center. Her gauntlets covered her arms and the upper plate took the form of wings. On her head was a headband with a wing-shaped design that protruded up on both sides. Attached to her shoulder-plates was a long, red cape that reached her ankles. In her left hand was a long shaft that had massive spearheads on both sides. On the top part was a red flag that bears the Fairy Tail symbol in white.

This was Erza's Farewell Fairy Tail Armor.

"However, there are three rules that any member…who chooses to leave the Fairy Tail Guild…must abide by." Erza proclaimed.

The trio's mouths gaped slightly as they looked at Erza, confused.

"What do you mean 'leave'?" Wally asked. "We never even officially joined it."

"Number one: never share sensitive information about the Guild with anyone for as long as you shall live." Erza continued. "Number two: never contact any clients you worked for while in the Guild for your own personal gain. Number three: although our paths must stray, promise to live the rest of your lives to the fullest. That means…you must treat every day…as though it was your last in this world."

Sho, Wally, and Millianna stared at Erza in shock, tears beginning to fall from their eyes. Erza, however, already had salty tears brimming from her brown eyes.

"Promise that you'll never forget your Fairy Tail friends." Erza declared, sobbing. "Treasure them…for as long as you live."

The trio was lost for words as they sobbed, overwhelmed by Erza's words. The Fairy Queen held up her spear, and shouted, "Let the Fairy Tail Farewell…begin now!"

Ben, Natsu, Gray, and Lucy stepped out from the forest foliage and onto the beach. "Yes ma'am!" They said simultaneously.

Natsu looked up as he shot three fireballs into the sky, which left smoky trails in their wakes. Once they were over a hundred feet up, they ignited into bright orange and yellow fireworks. Sho, Wally, and Millianna looked up at the fiery light in awe.

"May all your journeys bring you joy." Erza smiled tearfully.

"Here goes!" Gray held up his arm and shot a white, icy magical ball into the sky. It ignited into an explosion of white-bluish light.

Lucy pulled out one of her keys and twirled it above her head, causing a stream of golden magical energy to swirl above her. "Watch this!" The Celestial wizard fired a yellow projectile into the sky, which exploded into a shower of sparkling, gold light and star-shaped projections.

Ben smirked as he activated the Omnitrix and scrolled through his playlist. "If you thought those were good, then you're gonna love this!"

He slapped down the dial and, after a green flash, he was now replaced by…

"_**Atomix!" **_

Gray and Lucy glanced over toward the white, bulky robot in awe. This was the first time they had seen Ben's new powerhouse; needless to say, their expressions were similar to Natsu and Erza's when they first saw Atomix.

"So this is the form Ben used to beat Jellal…" Lucy muttered, awestricken.

"Whoa…" Gray murmured, sensing the incredible power coursing off from this form.

Atomix lifted up his hands that were now glowing in emerald light. _**"HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA…" **_

Suddenly, a few trails of green energy shot out of his hands and into the sky, detonating into an array of bright and dark emerald light.

"_**Gaze up at Atomic Sparklers, courtesy of…Atomix!" **_

Sho, Wally, and Millianna looked up at the magical and nuclear fireworks with bright smiles. The trio then got in the boat and began to row away.

"I wish we could stay together forever," Erza admitted, "but deep down, I know I'd only hold you back. I don't want that. After all the years you spent stuck in that tower, you deserve to finally be free."

"We'd never think you'd hold us back!" Millianna cried, tears rolling down her face.

"If we were to stay with you, we'd just do nothing but remind you of painful memories!" Wally wept, sniffling madly.

"But I have so much more than just painful memories with you." Erza countered, smiling. "Besides, what we went through made us stronger; it brought us closer." She paused.

Atomix, Natsu, Gray and Lucy continued to shoot fireworks, bathing the night sky in a plethora of orange, icy blue, gold, and emerald sparkling light. It was truly a beautiful sight to behold.

"I will always hold onto those memories, both the good and the bad." Erza proclaimed. "I wish you the best of luck and happiness in your new lives. This isn't goodbye! I know we'll meet again!"

The group ceased shooting fireworks as they stood behind Erza, watching her old friends' boat depart further into the ocean. Natsu and Gray grinned with their arms folded over their chests, Lucy waved at them, and Atomix simply placed his bulky hands on his hips.

"We'll miss you, Sister!" Sho shouted.

"We promise to see you soon, Erzy worzy!" Millianna yelled, elatedly waving to her.

"Yeah!" Wally beamed. "We'll meet again someday! I can guarantee you of that!"

Erza smiled as a tear fell from her right eye. "I'll be waiting." She whispered.

The group resumed their colorful fireworks show as Sho, Wally, and Millianna's boat grew smaller in the distance.

…

The next day, late in the afternoon, Ben was currently lounging with Erza, Gray, Lucy, and Happy in Natsu's hotel room. The Dragon Slayer, in question, was sprawled out on the bed. Bandages were still wrapped in various places around his body. He wore nothing but a pair of red boxers as he snored loudly, slumbering soundly.

The rest of the team sat on chairs around a wooden table while Happy simply flew around the room. Erza was wearing her white blouse and blue skirt outfit, and Lucy wore a green button-up shirt and brown pants. Gray wore a white button-up shirt and black pants while Ben was dressed in his usual hero attire.

Though the group, minus Ben, still had bandages on their bodies, they were steadily coming along in their recovery from the injuries they had gained while in the Tower of Heaven.

"He's still sleeping? It's the middle of the day." Lucy mentioned.

Gray folded his arms over his chest and smirked smugly. "I guess all that partying and firework show we put on for Erza's old friends last night wore him out."

Ben nodded, remembering how tired he felt after sending off Sho, Wally, and Millianna. Although Atomix was undoubtedly his newest, most awesome form ever, he did apparently take a toll on draining Ben's stamina. "I can understand that." He commented.

Erza then lowered her head. "I know I've already said this, but I'm sorry for causing such trouble."

"You don't need to apologize, Erza. What happened wasn't your fault." Ben assured gently.

"Yeah," Lucy agreed. "We've already told you we don't blame you."

"So just let it go already…will yah?" Gray smirked.

"Aye," Happy chimed.

Erza smiled softly and nodded. Suddenly, a thought entered her mind. She noticed that one person in particular was absent.

Erza turned to Gray. "Where's your friend, Juvia?" She asked. "I wanted to thank her."

'_Even though she caused my thoughts to become so flustered,' _Erza mused, recollecting what the water wizard said to her three days prior.

The ice wizard smirked. "She left yesterday evening. She wanted to go back to Fairy Tail to talk to Gramps about signing up with the Guild."

"I see." Erza responded.

"Well, I hope Makarov let's her in." Ben confessed with a smile. "She was really cool…despite her obvious obsessions." He glanced over to a clueless Gray.

"Ain't that the truth," Lucy sweat dropped, recalling the incidents in the tower where Juvia claimed that she was her _rival in love_ for Gray…when she most certainly wasn't.

Before anyone could say anything else, their attention was gained by Natsu, who was mumbling in his sleep.

"…Uh…she's not my wife…" He slurred silently, stirring in the bed. "…can't…find her…"

The group was a confused by what Natsu was murmuring about; although, it was clear that whatever it was seemed to be causing him distress. Happy placed a paw to his chin in thought. He had an idea about what Natsu might be dreaming of, but he wasn't quite sure.

"I wonder what Natsu's dreaming of." Lucy wondered, sounding concerned.

"It certainly doesn't sound pleasant." Gray noted.

"Aye," Happy agreed worriedly. "Poor Natsu"

Ben hummed as he looked at Natsu's distressed slumbering form in concern. It was obvious whatever his pyromaniac friend was dreaming up wasn't good. The Omnitrix hero only wished he could help ease Natsu's pain.

Ben's eyes widened as a light-bulb clicked on in his head. He remembered three months ago, a month before he had arrived in this magical world, he had unlocked a rather lame transformation. One that had earned him at least a week's worth of laughter and mocking from Kevin; though, Gwen apparently believed it was adorable, which didn't make the situation any less embarrassing.

However, thanks to Gwen's researching on the ALD (Alien Life-Form Database), he had discovered an unusual but cool ability that said transformation possessed.

Ben glanced back at Natsu, who rolled over and moaned; his facial features were slightly scrunched up. The teen hero knew this form may be able to help Natsu sleep better; nonetheless, he knew what the other's reactions would be if he changed into it.

Ben mentally shook his head. _'Whether they mock me or not, if it can help Natsu sleep more at ease, then I'll do it.' _He thought determinedly.

Ben stood up from his chair and activated the Omnitrix. "I think I got a remedy for Natsu's bad dreams."

The three wizards and flying cat looked at Ben curiously and befuddled.

"You have something that can help Natsu dream better?" Lucy inquired, surprised.

"Seriously?" Gray added.

Ben smirked and nodded in response.

Once he found the icon he wanted, he slapped down the Omnitrix core. The others shielded their eyes from the bright emerald flash of Ben's transformation.

When the light faded, floating in his place was a short, fairy-like alien with light blue skin. It had purple fairy-like wings and blue hair that stuck straight up. It wore a green dress-like outfit with black zigzags and white gloves on its three-fingered hands. It had two toes on its feet, feminine eyelashes, and pink markings on its cheeks and chin. The Omnitrix symbol was positioned on its chest while the Fairy Tail mark was emblazoned in purple on its left shoulder.

"**Pesky Dust," **He spoke in a high-pitched, feminine voice, "So, what do yah think? Prrr…"

The three wizards and cat blinked twice as they did a double take on this new form, their jaws slightly slacking. After a moment of silence, Gray and Happy busted out into hard laughter and pointed at Pesky Dust. The ice mage and blue cat closed their eyes as their faces turned tomato red from the intense laughing.

"HA-HA-HA! Oh wow! Talk about lame!" Gray collapsed to the floor, holding his aching sides.

"AYE, SIR!" Happy laughed as he fell to the floor next to Gray, rolling around. "He looks like a girl fairy!"

"I know!" Gray chortled loudly. "Maybe he could be the Guild's mascot?"

"Lamest form ever!" Happy cackled.

Pesky Dust's lower lip pouted as he glared angrily at the cackling duo; however, due to his appearance, his glare had no effect. The Nemuina sighed in exasperation. _'I knew this would happen…' _

Erza and Lucy remained silent as they stared at the fairy-like being with wide eyes and slightly gaped mouths. The former blinked as a thoughtful expression crossed her features. Just two days ago, Ben had transformed into a seemingly unstoppable powerhouse that easily defeated Jellal. Now, he was a short, girlish fairy that didn't look like it could harm a fly even if it tried to.

Erza realized that this only proved that Ben would never cease to surprise her. The redhead growled and grew weary of Gray and Happy's laughing.

"Enough!" She commanded.

The raven haired teen and the blue cat immediately stopped cackling and looked up at Erza. She and Lucy both wore unreadable expressions as they stared at Pesky Dust. Ben cocked a brow, bemused over the looks Erza and Lucy were giving him.

"This form is not lame." Erza stated.

"Yeah," Lucy added, speaking in a rare serious tone. "In fact…it's really, really…"

Pesky Dust was taken aback when Erza and Lucy rushed over and hugged him tightly, pushing him up against both of their ample chests; much to his embarrassment.

"CUUUUTE!" They squealed loudly.

Needless to say, Gray, Happy, and Pesky Dust were shocked from this unexpected reaction.

"NO WAY!" Gray and Happy shouted simultaneously, their eyes bulging out of their heads.

"Hey! Prr…Let go! Prrrr…" Pesky Dust purred, flustered.

Lucy squealed louder whilst Erza's smile grew wider. "OH! Those purrs are even more adorable!" The blonde mage said.

"I agree." Erza said in giddy voice. "This form is much more adorable than Ditto!"

Pesky Dust struggled against Erza and Lucy, feeling his face flush a light purple from their closeness. "Please…prrr…let me go…prrr…so I can help Natsu…prrr…" The Nemuina purred out.

Reluctantly, Erza and Lucy relinquished their hold on Pesky Dust, both still wearing giddy smiles on their faces.

Gray chuckled as he returned to his feet, wiping a stray tear from his eye. "So, Ben…how is this guy supposed to help Natsu sleep better?"

"Aye," Happy held his paws over his mouth, stifling his laughter. "You look really girly!"

Pesky Dust grinned frivolously as he extended his right hand. Suddenly, a sparkling, greenish-white gas dispelled from the fairy-like being's hand towards Happy's face. Without warning, Happy instantly collapsed to the floor, falling asleep with a content smile on his face.

Gray, Lucy, and Erza all blinked in surprise. They certainly weren't expecting that.

The Nemuina's playful smile grew wider from the trio's expressions. "Prrr…I can make people fall asleep…prrr…and I can also enter their dreams too…prrr…"

The three wizard's eyes widened further from this revelation. "You can enter someone's dreams?" Lucy echoed, slightly shocked.

Pesky Dust nodded; a cute smile on his blue face. "Mhmm…prrr…I can also manipulate their dreams as well…prrr…"

The trio's surprised looks only intensified. Erza blinked twice. A form that can make anyone fall asleep and can enter and manipulate one's dreams? She had to admit, though Pesky Dust appeared weak and adorable, a transformation like this could certainly prove useful; especially for gathering information from enemies, if there ever came a time for that.

"Now…prrr…time to make Natsu's dreams brighter…prrr…" Pesky Dust purred as he expelled his green gas at Natsu, causing him to stir slightly in his slumber.

Suddenly, Pesky Dust's expression became blank and stone-like as his consciousness left the outside world and entered the Dragon Slayer's mind.

…

When Pesky Dust could feel that he was now inside Natsu's mind, he opened his eyes. He looked around and observed his surroundings.

The sky was blanketed in black clouds and rain was pouring down hard. The sound of thunder echoed in the distance. Pesky Dust then noticed that he was in the back courtyard of the Fairy Tail Guild Hall.

'_This certainly doesn't look like a good dream.' _Ben noted.

Pesky Dust glanced to his right and saw a small boy sitting on the edge of the seaside cliff behind the Guild Hall. Ben flew closer to the boy so that he could get a better look at him. He appeared to be around eight-years-old, and he had a full head of pink, spiky hair. He wore a red shirt, brown trousers, and had a familiar white, scaly scarf wrapped around his neck.

Though he was younger, Ben had not trouble recognizing him_. _"Natsu? Prrr…"

Pesky Dust was confused as to why the young Dragon Slayer was just sitting out in the middle of the rain. He then took notice of the downcast, desolate expression on his face. For Ben this was quite a surprise. He had never seen Natsu look so sad in the two and a half months he had known him.

"Prrr…I wonder why he looks so sad." Pesky Dust wondered, holding his chin.

"_You're gonna catch a cold, yah know." _A feminine voicesaid_. _

Natsu and Pesky Dust both turned to see a young girl with short, white hair and piercing cerulean eyes behind them, holding a red umbrella above her head. She wore a small light pink dress with a dark pink stripe going down the center. The girl looked at Natsu with a bright smile.

'_Who's that?'_ Ben pondered. _'She reminds me of Mirajane, but…I don't think that's her.'_

"_Oh…hey…uh…what was your name again?" _Natsu asked_. _

"_I'm Lisanna, silly." _

"Lisanna? Prrr…I've never heard of her before. Prrr…" Pesky Dust commented. He flew closer to hear the two better, intrigued over what was happening.

"_That's right." _Natsu stood up and faced the white haired girl. _"You're Mira's little sister." _

"_You got it!" _Lisanna smiled.

Ben's eyes slightly widened from this revelation. _'I didn't know Mira and Elfman had a little sister.' _

"_So why are you out here?" _asked Lisanna._ "It's cozy inside." _

Natsu hummed as he looked away, looking rather sheepish.

"_That's okay. You don't have to answer that one. So, Natsu, is it true that you were raised by a dragon?" _Natsu perked up as soon as he heard 'dragon'. _"That's incredible!" _

"_Uh…yeah," _Natsu replied, slightly surprised. _"His name's Igneel." _

"_I'd love to see one for myself someday. It sounds fun!" _Lisanna beamed.

Natsu smirked and put his hands behind his head. _"Sure is! Igneel's awesome! I think you'd really like him!" _the young Dragon Slayer's previous sadness vanished completely as a smile grew on his face. _"He's super strong and he's as big as a house! He taught me all the Dragon Slayer magic I know. Wanna see?" _

"_You bet! But…let's get out of the rain first." _Lisanna suggested.

"_Okay!" _Natsu agreed eagerly.

Pesky Dust smiled. Just a minute ago, Natsu was depressed and lonely; however, as soon as Lisanna showed up, he quickly became happy and exuberant.

Nonetheless, one thing was still bothering Ben. If Mirajane and Elfman have a little sister, then how come he'd never seen her, or at least heard of her?

Pesky Dust was brought out of his musings when everything became distorted and began to fade away. He realized that he was now moving onto another part of Natsu's dream.

…

A couple seconds later, an entirely new scene appeared. Pesky Dust saw that he was now in what appeared to be the inside of a small, straw hut. He could hear the sound of the rain from outside and was slightly surprised that no water was leaking inside the hut. It must've been built really well.

Pesky Dust looked down to see a young Natsu and Lisanna sitting on the straw floor. He then noticed a large, white egg with peculiar blue markings on it lying between them.

'_Okay…what's going on now? And…what's with that big egg?' _Pesky Dust thought.

"_Good thing we made it here. The rain isn't stopping." _Lisanna said.

Suddenly, Natsu's stomach began to rumble. The pink haired boy smiled sheepishly and blushed lightly, putting a hand behind his head. _"Uh…sorry!" _His stomached growled louder, causing Natsu's face to flush darker.

"_Hey, I was wondering…you live alone. Don't you?" _Lisanna asked.

"_Yeah" _Natsu responded.

"_Well then, who cooks your meals for you?" _

"_I just eat at the Guild." _Natsu replied nonchalantly.

"_So you have to pay?" _Lisanna inquired further.

"_Sure," _Natsu frowned,_ "why else would I work all the time?" _

"_Ahh," _the white haired girl sighed sadly, resting her chin on her right hand. _"That's sad." _

"_You think so?" _asked Natsu.

Pesky Dust noticed that Lisanna quickly perked up and looked at Natsu with a smile. _"Yah know I could cook dinner for you sometime if you like?" _She suggested.

"_WHOA! I didn't know you could cook!" _Natsu exclaimed.

"_I'm not as good as my sister though." _Lisanna mentioned modestly.

"_Whoa! Hang on!" _a nervous sweat drop raced down Natsu's face as he imagined Mira holding up a large butcher knife, with a predatory smile on her face. _"You're telling me Mira actually cooks? You mean like food, right? Not little children?" _

Pesky Dust blinked, befuddled. "Huh…prrr…where did that come from? Prrr…why would Natsu say that about Mira? Prrr…"

"_Does Elfman cook too?" _Natsu asked.

"_Yeah! Of course he does!" _Lisanna beamed.

Natsu held his chin as he imagined a kind, smiling Elfman cooking up an omelet. _"Actually…that's not so strange at all. It suits him pretty well." _

"Huh? Prrr…" Pesky Dust sweat dropped. He imagined the Elfman he knew standing over a stove, beating it with his Iron Bull arm and shouting out something about what a _real _man would do. "Why in the world would he think that? Prrr…"

Ben couldn't quite understand why Natsu was so shocked to hear that Mirajane cooked and not-so-surprised to hear that Elfman did. To him, it was completely switched around! Pesky Dust tapped his chin in thought and deduced that perhaps Mira and Elfman acted differently years ago.

All of a sudden, Ben was pulled out of his thoughts when Natsu unexpectedly snatched up the egg and turned away from Lisanna. _"NO! I won't let you eat the egg! I bet it's Igneel's kid! I gotta let it hatch! Don't you dare try to fry it up!" _

"_Don't jump to conclusions!" _Lisanna snapped. _"Now listen, I built this house so we could raise the egg together, didn't I? I want it to hatch as much as you do." _

"_Then why'd you scare me like that, jerk?" _Natsu gushed and hugged the egg affectionately. _"AH! Who's my little buddy? You are. You are." _

Pesky Dust sweat dropped from seeing Natsu's affectionate side.

Lisanna smiled. _"Yah know…even though you get mad and pick fights all the time, you still have a sweet side. Don't you? Just like Mira." _

Natsu stopped loving on the egg and turned to the white haired girl with a blank expression. _"Huh?"_

"_It's been fun playing house with you." _Lisanna continued. Her smile brightened as her face blushed lightly. _"Maybe someday I can be your _real _wife?" _

Natsu's eyes widened as a blush appeared on his cheeks. _"Huh…wha…w-what got you thinking about that?"_ He stuttered.

Lisanna placed her hands on her cheeks and smiled adoringly. _"I just noticed how strong and brave you are, and you're really good with kids too. What's not to like?" _

"_Yah think so?" _Natsu's jaw then dropped as his face turned as red as Erza's hair, steam hissing off his head.

Pesky Dust giggled at Natsu's reaction. He had never seen Natsu look embarrassed so this was quite amusing. "Ooh…she luuvvs Natsu…niiiice…"

"_What are you getting so embarrassed about?" _Lisanna smiled slyly_. "I was just making a joke." _

Natsu's jaw dropped and his embarrassment quickly transformed into anger. _"HEY! I know the word for you! Gramps calls me it all the time! Nuvenile!" _

"_Juvenile?"_ Lisanna looked away with a sly smile, and teased, _"Geez…you're one to talk." _

"_GRR!" _Frustrated, Natsu grabbed his hair and pulled it. _"No fair! Why you gotta be smarter than me?!" _

Pesky Dust's giggled more from Natsu's reaction. It appeared that Natsu hasn't changed much since childhood.

Suddenly, the trio's attention was captured by the golden rays of sunlight that came through the door. Natsu and Lisanna stepped outside to see the sun setting over some rocky mountains. The wet foliage around them was glistening in the sunlight.

The two kids looked at the scene in awe; even Pesky Dust had to admit it was a beautiful, tranquil scene.

"_Wow!"_ Lisanna gasped, smiling brightly. _"It's so pretty!"_

Natsu only nodded, but the smile on his face showed that he too was captivated by the spectacular sunset.

"_It'd be nice if we could stay like this forever. Don't yah think?"_ Lisanna asked.

Pesky Dust grinned from this touching scene. He never would've guessed that Natsu had a girl in his life that obviously liked him so much.

Suddenly, before Ben could ponder any further, the scene once again began to warp and fade away.

…

When the scene refocused, Pesky Dust found that he was now inside the Fairy Tail Guild Hall, where a large group of wizards were dispersed across the giant room. They were either at the wooden benches, sitting at the bar, or looking for a job at the Request Board.

Pesky Dust looked around and, despite their younger appearances, quickly found some familiar faces amongst the crowd. His attention immediately fell upon a young Natsu, who appeared to be very angry and quarreling with various Guild members.

"_ALRIGHT! Which one of you stole it?"_ Natsu yelled indignantly.

"_We don't want your dumb egg." _A boy around Natsu's age retorted. It didn't take but a second for Ben to recognize him. The raven hair and the lack of clothing was a dead giveaway.

"_I don't know anything about it." _A brunette girl added. Ben looked closer at the girl and quickly realized it was Cana, only a lot younger…and not falling over drunk. _"Gray, your clothes." _She sighed, annoyed.

Immediately, the younger Gray freaked out when he saw that he was only adorned in a pair of blue boxers.

Pesky Dust snickered. "Heh-Heh…prrr…looks like Gray has always had that problem…"

Natsu ran over to a bench where a spiked, blonde haired teenage boy was sitting. _"Laxus, was it you?!" _He accused, a vein throbbing on his temple.

"_Yeah right…" _Laxus scoffed nonchalantly.

Pesky Dust rubbed his chin as he looked at the lightning mage. It seemed that Laxus was more layback and nonchalant years ago. He wondered what could've changed the master's grandson into the snide, arrogant jerk he was today.

Ben was brought out of his thoughts when Natsu stormed over to a redheaded girl in armor, who was standing by the Request Board. To Ben, it was fairly obvious who this girl was.

"_Okay, Erza. Out with it already!" _Natsu demanded.

Erza sweat dropped and said calmly, _"Now, now…let's not jump to conclusions. It wasn't me." _

Pesky Dust glanced to his right to see Lisanna talking with a teenage girl, whose long, white hair was tied up into a ponytail by a purple bow. She wore maroon tank-top, blue shorts that barely reached her upper thighs, and a black collar around her neck.

"_What about you, Mira, have you seen the egg?" _Lisanna asked.

"_Nope. Afraid not." _Mira turned to Natsu and snidely smirked. _"You ate it, didn't you pinky! Just admit it." _

Pesky Dust thought his jaw was about to fall off. "Prrr…that's Mira!?" He exclaimed, shocked. "Prrr…what…what's wrong with her?!"

"_Mira!" _Erza scolded.

Natsu gasped, startled by Mira's accusation. The young Dragon Slayer's expression darkened as he glared at the white haired teenager. _"That's it." _Natsu jumped at Mira, but the latter quickly caught the wrist of his attacking arm; both had rage plastered on their faces. _"You're going down!" _Natsu shouted.

"_Oh yeah? Well bring it on!" _Mira countered angrily. _"I'll skin you alive, twerp!" _

"_Natsu! Watch where you're punching, stupid!" _Gray cried as he got caught up in-between Natsu and Mira's fight.

Pesky Dust sweat dropped once more and half-smiled at the scene. He couldn't believe how the sweet, angel-like Mirajane that he knew used to be so violent and arrogant. He guessed that the saying 'Life is full of surprises' had some meaning to it after all.

He watched as younger Erza rushed over and quickly broke up the brawl between Natsu, Mira, and Gray who had gotten caught in the middle.

When they were finally split up, Natsu clenched his fists and stared at the ground on the verge of tears. _"Why are you so mean? I just want my egg back." _

"_C'mon," _Gray groaned.

"_Ah…look at you crying. How cute." _Mira teased.

"_I'm not crying!" _Natsu shouted indignantly.

"_You have to quit teasing him about it." _Erza reprimanded Mira. She straightened her posture and placed her hands on her armored hips as she turned to Natsu. _"Now, would you please stop crying?" _

"_I'll make you cry!" _Natsu retorted, a couple tears rolling down his face.

Erza's expression darkened slightly as she got in Mira's face. _"Hurry up and give him the egg back, alright!"_ she whispered harshly.

"_I told yah, I don't got it." _Mira scowled, getting into Erza's face. _"Besides, it looks like you ate it, porky!" _

"_What did you call me?!" _Erza clenched her teeth in rage.

Pesky Dust blinked, his mouth gaping slightly, dumbfounded. Mirajane and Erza used to be rivals? He sweat dropped as they began trading childish insults with one another; much like Natsu and Gray would when they were about to fight. He was grateful that Mira and Erza eventually grew out of it though. One duo that constantly starts fights with each other was bad enough.

The Nemuina glanced in another direction to see Lisanna wiping tears from her eyes. Ben frowned sadly. It was evident that that large egg meant a lot to Natsu and Lisanna. Maybe this was why Natsu was having a bad dream, because they never found that egg.

"_Yah know," _Cana interjected, gaining the group's attention, _"Elfman told me how jealous he was of your egg the other day." _

Lisanna's face paled from horror as let out a startled yell.

"_He's the one who ate it!?" _Natsu shouted.

"_No! He'd never do that." _Lisanna defended.

"_Hey. Sorry guys." _Pesky Dust turned to see a small, white haired boy wearing blue pants, white shirt with a red bowtie, and a blue jacket. In his arms was the large egg that Ben had seen in Natsu and Lisanna's straw hut.

"_It was you all along, wasn't it?!" _Natsu stated angrily.

Elfman smiled timidly. _"I didn't mean to steal it or anything." _He assured. _"It's just so you toss and turn so much in your sleep I was afraid that you wouldn't keep the egg warm enough." _

Pesky Dust blinked, his mouth gaping slightly. He was having a hard time believing how drastically different Elfman and Mira's personalities were years ago. _'I guess people just change…I know I did…for the better.' _Ben thought.

"_Oh, wait a sec…" _Natsu trailed off, beginning to calm down.

"_So it's okay?" _Lisanna asked.

"_I'm not very good with magic, but I stuck close to it all night and kept it warm with my body heat." _Elfman explained.

"_Oh, I get it now." _Natsu smiled.

"_Thank you!" _Lisanna beamed.

Elfman gently handed the egg over to Natsu. _"Thanks a lot! You sure are a real man!" _Natsu complimented.

'_Hmm…I wonder if this is where Elfman got the whole 'real man' thing from.' _Ben pondered.

"_And you blamed everything on me?" _Mira frowned, turning to Erza_. "Typical" _

"_Well, that's because things are usually your fault!" _Erza retorted.

All of a sudden, before another argument could ensue, the shell of the egg began to crack. The group of kids gasped while everyone else went quiet, their attention focused on the egg.

Laxus, who was leaning against a post off to the side, glanced toward the commotion. _"Now what?" _

A group of mages gathered around the egg as larger cracks grew on the shell. Pesky Dust flew over the crowd, eyeing the egg curiously. All of a sudden, the egg finally cracked apart and a sphere of bright, blue light came out and floated in the air. Pesky Dust and the Fairy Tail wizards stared at the azure light in awe and intrigue.

When the light died away, a blue kitty with small, white wings was floating in the air.

"_Whoa! It's a freaking cat!" _Macao and Wakaba shouted simultaneously.

Pesky Dust was also quite shocked as his eyes widened and his mouth gaped slightly. "H-Happy?" He stuttered. "Prrr…"

Natsu, Lisanna, and the other wizards looked at the flying cat in awe and joy.

"_Whoa! It has wings! Is it a bird?" _Natsu inquired, excited.

"_No. It's a cat, a blue cat." _Lisanna corrected.

The kitty gently came to a smooth landing on top of Natsu's head as his wings disappeared. Baby Happy sat up with a cute smile and said, _"Aye!" _

Everyone in the crowd had hearts in their eyes, admiring how adorable Happy was.

"_He's so cute!" _Lisanna gushed.

"_I know!" _The crowd agreed.

Pesky Dust snickered as he gazed down at the crowd that was hypnotized by Happy's cuteness. _'I guess I shouldn't be too surprised that his first word was _aye_.' _ The Nemunia then scratched his head, a befuddling thought crossing his mind. _'So…cats in this universe hatch from egss? That's kinda weird…' _

Ben snapped out of his musing as his attention was recaptured by Natsu and Lisanna. _"Do you see that?" _Lisanna asked as she took hold of Natsu's left arm. _"A minute ago everyone was so worked up…and now they're happy." _

It was true. Everyone in the Guild Hall was laughing and had a smile on their face.

"_He's almost like a little, blue bird of happiness. Isn't he?" _Lisanna said.

Natsu's eyes widened slightly as he stared down at the baby cat in his arms. _"Happiness, huh? Well…in that case, I'll name him, Happy!" _

The azure cat's eyes opened again as he stretched out his limbs. _"Aye!" _Happy chimed cutely.

"_Happy the Dragon!" _Natsu cheered exuberantly, dancing around with Happy in his arms.

"_It's not a dragon." _Mira deadpanned, annoyed.

Pesky Dust giggled in amusement. He sometimes wondered how Natsu and Happy met, and now he had his answer. He did find it odd that Happy hatched from an egg though.

However, Ben was now becoming confused over something. Before he went into Natsu's mind, he seemed distraught in his sleep, which meant he was most likely having a nightmare. So how come all the images he's seen so far have been good ones?

Before the fairy-like alien could ponder any further, the memory ended as the scene began to distort and fade away.

…

When the scene recalibrated, Pesky Dust was now in a dark, foggy forest. Ben looked around and couldn't recognize the setting at all.

"Prrr…where am I now?" Pesky Dust said out loud.

Ben was pulled out of his thoughts when a loud voice yelled out through the fog. _"Lisanna! Where did you go!?" _The Omnitrix bearer turned to the right to see an eight-year-old Natsu running along a forest path with an unnerved expression.

Natsu stopped and turned his head left and right. _"Would you quit playing around already? C'mon, say something!" _

The young Dragon Slayer suddenly tripped over a large tree root and hit the ground hard. _"Ow! This stinks…" _

Pesky Dust looked at the pink haired boy in confusion and curiosity. _'Guess Natsu must've lost Lisanna in the woods…not good.' _Ben thought.

Without warning, a shriek called out through the forest mist. Natsu and Pesky Dust turned in the direction of the scream to see a twenty-foot-tall, green ape-like creature with pink hearts on its arms stepping out of the fog.

Pesky Dust's eyes widened slightly. This creature resembled the one that had tried to smash him when he had first arrived in this magical universe. He could only assume they were part of the same species.

"_Long time no see, little punk." _The green Vulcan jeered. It held out his right arm to show a frightened Lisanna trapped in its grip. _"You ain't looking for this, are yah?" _

"_Help me!" _the little girl cried.

"_Lisanna!" _Natsu clenched his fists and got in a fighting stance, glaring hard at the large ape. _"Let her go! Get your filthy hands off her, monkey!" _

"_No way! You don't know how things work in the forest, do yah kid? Finders Keepers, Losers Weepers!" _The Vulcan proclaimed smugly.

"_She isn't yours to keep!" _Natsu retorted.

"_Yeah!" _Happy agreed, who was flying next to Natsu.

"Prrr…uh-oh…this doesn't look good…" Pesky Dust commented.

The Vulcan grinned sinisterly as it brought Lisanna closer to its face. _"Oh, I'm gonna keep her alright because it just so happens that I've been looking for a wife." _

Pesky Dust face-vaulted as a result from the Vulcan's statement. Did he just hear correctly? Did this forest ape-like monster want to make a little girl his wife? What the hell!?

"_Oh no!" _Lisanna squealed, imagining herself married to the Vulcan and having many Vulcan babies. _"I don't think so!" _

Natsu's arms slumped while he wore an exasperated, half-smile. _"Yah see? That's kinda how I feel."_

"_Oh wow! Scandalous! Truly forbidden love!" _Happy remarked.

Pesky Dust sweat dropped in response. _'I can see Happy hasn't changed at all…' _

As the green Vulcan stared at Lisanna with its white eyes and large toothy smile, Lisanna looked away. _"I'm sorry if you feel that way, mister Vulcan." _Lisanna smiled, placing her hands on her slightly red cheeks. _"But my heart belongs to my sweet, little Natsu."_

"Ahhhh…prrr…" Pesky Dust smirked. "So sweet…"

The Vulcan immediately became angry as it narrowed its creepy, white eyes at Lisanna. _"Yeah?! Well I say you're mine, which means you're mine. Okay?" _

"_HUH?" _Lisanna yelped.

"_You don't make the rules around here!" _Natsu shouted angrily.

"_You just disrespected me, kid. So I'm gonna keep her." _the Vulcan smiled smugly. _"But if you really want her back, you should apologize." _

"_Now you're blackmailing me?!" _

Lisanna cringed in pain as the Vulcan tightened its grip on her. _"No…he's just messing with you." _

Pesky Dust watched as Natsu stood still and glowered at the Vulcan, his body trembling in anger.

"_Swallow your pride and get on your hands and knees and I'll give her right back." _The Vulcan said.

A moment passed before Natsu sighed heavily and slumped his shoulders in defeat. _"Fine…" _

"_He's doing it?" _Pesky Dust, Happy, and Lisanna said in unison.

The pink haired boy lowered his head while getting on his hands and knees. _"I'm sorry…about the way I treated you, sir. Please give Lisanna back." _

Tears brimmed from Lisanna's eyes, touched by how Natsu would swallow his pride just to save her. She knew this was the hardest thing he had ever done. _"Natsu…" _

"Whoa…" Pesky Dust breathed, shocked.

"_In your dreams!" _The ape creature lifted up its big hand-like foot and stepped on Natsu, causing Happy and Lisanna to cry out.

"_No don't!" _Lisanna shouted desperately.

"_That's playing dirty, you ape!" _little Happy added, shaking his paw at the monster.

Pesky Dust narrowed his eyes and clenched his teeth at the monster. He should've expected that this dirty Vulcan would do something like that.

The Vulcan repeatedly stepped on Natsu at a rapid pace, and taunted, _"Hoh-Hoh-HOH! You just fell for the oldest trick in the book!" _

"_Ow! Ow! OW!" _Natsu cried painfully. After the Vulcan ceased his stomping, the young Dragon Slayer was lying in a hole with many bruises and cuts. _"That…really hurt…" _He moaned.

"_Yeah," _the Vulcan smiled haughtily, _"now I'm all fired up." _

Suddenly, the green ape lifted up a large boulder over his head with just one arm, causing Lisanna and Happy to scream. _"Ready to crush you like the little brat you are!" _

Natsu held his arms over him and closed his eyes, expecting to be crushed. All of a sudden, just before the boulder could pummel Natsu, a hand stopped it. Pesky Dust's eyes widened when he saw that the hand belonged to a tall, muscular man with shoulder length, orange hair that was slicked back. He wore a black high-collared, tattered cloak with shoulder plates, loose-fitting dark pants tucked inside his boots, and an armored waist-guard.

"_You really are a nasty, stupid monkey, yah know." _The man mocked, smiling confidently.

"_It's Gildarts!" _Natsu grinned.

Ben blinked, confused. "Gildarts? Prrr…never heard of him."

"_Who are you calling a monkey, you runt?" _The Vulcan retorted, pushing back on the rock; however, it was to no avail.

Pesky Dust's eyes widened slightly. This man was undoubtedly strong if he could push back on a large boulder with little difficulty.

"_I'll just get this outta the way." _Gildarts remarked.

Without warning, the boulder glowed white for a moment before it broke apart into tiny rocks; much to Ben and the Vulcan's shock.

'_Whoa…what kind of magic is that?' _Ben wondered.

"_Lemme explain how things are gonna go from here," _Gildarts paused as he narrowed his eyes at the ape monster with a roguish smile, _"you're gonna let go of the girl, turn around, and walk away." _

"_I hear yah loud and clear!" _The Vulcan shouted fearfully. It immediately put Lisanna down, turned around, and stomped back into the forest in panic. _"I'm sorry, sir!" _

"_Thanks a lot!" _Lisanna said, looking up to Gildarts with a smile.

"_Hey, do I know you, little girl?" _Gildarts inquired.

"_Yes. I'm Lisanna." _She smiled.

"_I'll be." _Gildarts put his right hand behind his head. _"You're Mirajane's little kid sister." _

Pesky Dust watched as a little Happy flew over to Natsu, who was sitting up from the ground. _"Natsu, are you feeling okay?" _He asked, concerned.

Natsu wiped a little blood from his nose, and replied, _"Yeah…" _

_"Does anybody else see a flying cat over there, or am I going NUTS?!" _Gildarts said, staring at Happy with wide eyes.

"_That's just our newest Guild member, Happy." _Lisanna explained brightly.

Natsu frowned and looked away in shame. _"I'm sorry, Gildarts, but I…" _He trailed off.

"_You've grown up to be quite the man, Natsu." _Gildarts proclaimed.

"_Huh?" _Natsu turned back to Gildarts in slight shock. He certainly wasn't expecting the strongest wizard of Fairy Tail to say that to him after he got his butt whooped.

"_There's a whole lot more to being a wizard than just having magical power." _Gildarts stated. _"It's about having guts and standing up for those who can't defend themselves no matter what the odds may be. And you've got guts." _

Natsu looked at Gildarts with a slacked jaw for a moment until he smiled widely. _"Thanks!" _

Pesky Dust grinned. Though he hadn't met Gildarts yet, he could already tell that he was a good, likeable guy. He wondered if he would ever get the chance to meet him someday.

Gildarts, Natsu, and Lisanna walked away down a forest path with Happy flying by them. _"But…I guess having a wife is pretty manly too, huh?" _Gildarts joked.

"_She's not my wife!" _Natsu exclaimed, annoyed.

"_Ahh…don't be embarrassed." _Lisanna teased.

"_He luuuvvss her!" _Happy added.

Gildarts laughed in response.

Pesky Dust flew behind them, wanting to see more. He still did not understand why Natsu was having a bad dream, when all the images he's seen so far were relatively good.

"_Man! This fog is like pea soup!" _Natsu remarked.

"_It tends to get thick this time of year. So, watch your step." _cautioned Gildarts.

"_So magical…like we're walking on an entirely different planet right now." _Lisanna commented.

"_Yah think so?" _Natsu glanced around.

'_Yeah right…' _Ben grumbled inwardly_. 'This is paradise compared to some of the worlds I've been to."_

"_Earlier, when you were looking for me, it made me feel so good to hear your voice calling out my name through the murky fog." _The white haired girl noted.

Natsu groaned, exasperated.

"Prrr…this girl definitely has the hots for Natsu." Pesky Dust snickered.

"_Hey," _continued Lisanna, _"If I ever went missing like that again, you'd go looking for me, wouldn't you? You wouldn't just let me stay gone, right?" _

Natsu blinked blankly before he turned to her. _"Yeah, of course."_

"_I knew you'd say yes." _Lisanna beamed.

"_Why not?" _

Instantly, the scene once again became distorted and faded away. Pesky Dust closed his eyes and prepared for another leap into another part of Natsu's dream.

…

The Omnitrix bearer opened his eyes to see that he was now in the middle of a grassy meadow. He glanced down to see Lisanna kneeling by a grave with a few rocks laid on top and a neatly carved gravestone. Natsu and Happy were off to the side, watching her curiously as she laid down a bouquet of yellow flowers in front of the headstone.

Ben knew not much time had passed since the last memory he saw since Natsu and Lisanna were still kids and Happy was still a kitty.

"_Hey Lisanna, what are you doing?" _Natsu asked.

"_Just leaving some flowers for big brother Elfman's parakeet," _Lisanna answered, smiling as always.

"_Did your big brother make that headstone all by himself?" _inquired the young boy.

"_He loved his parakeet so much." _Lisanna said. She then put her hands together, closed her eyes, and lowered her head in prayer for the deceased pet bird.

"_He's better at crafting things than magic." _Natsu deadpanned.

"_Hey Natsu," _Lisanna turned to him, _"if anything happens to me, will you make my gravestone?" _

Pesky Dust blinked. That was certainly an odd request…and a bit disturbing too.

"_Huh? What are you even talking about?"_ Natsu asked, confused.

Happy frowned lightly. _"Are you gonna go where the parakeet went?" _

"_Cut it out!" _Natsu whined. _"It's bad luck to talk like that…and creepy." _

"_Yah know, someday everyone needs a gravestone of their own." _Lisanna proclaimed innocently.

After that statement, the scene once again began to fade away and shift towards another memory. However, Pesky Dust looked forward with a slightly befuddled expression. For some reason, Ben felt an ominous feeling arise in the pits of his stomach.

…

After he had made the jump to another memory, Pesky Dust looked around to see that it was late evening. The sun was setting over the horizon, casting a mosaic of orange and yellow across the sky. He was in the middle of Southgate Park in Magnolia.

The Omnitrix wearer glanced down to see an older Natsu and Happy sitting under the tree in the middle of the park. Standing in front of them, with her hands on her hips was an older Lisanna. Her white hair was a little longer, but still kept short. She wore a mid-thigh long maroon dress with a pink collared undershirt.

Ben noticed the frustrated expressions the Dragon Slayer and blue cat had as they looked away from each other. "I wonder what their problem is…prrr…"

"_Natsu ate my whole fish and he didn't even ask me first!" _Happy whined, an agitated vein throbbing on his forehead.

Pesky Dust sweat dropped, exasperated. _'So that's what's it…'_

"_Whenever I eat any fish you say it's yours." _Natsu retorted.

"_Geez…Natsu you're the dad." _Natsu and Happy looked up to her, the latter wearing a confused look. Lisanna smiled and winked at the pink haired wizard. _"So you gotta take good care of your wife and son."_

A few beads of sweat raced down Natsu's face. _"That was like a million years ago."_

"_Hey! What are you guys talking about?" _Happy interjected.

Natsu blushed slightly and turned to Happy, flustered. _"Ugh…nothing!" _

"_It's normal for families to have a fight every once in a while, but what's important is that you make up." _Lisanna smile became brighter. _"No matter what happens, Happy will always be our son." _

Happy's mouth gaped as he sweated nervously. _"I think Lisanna's gone pyscho on us!" _

"_Don't talk like that, man!" _Natsu shouted.

"_Oh, then should I talk like thiiiss?" _Happy said in a Southern accent.

"_You know that's not what I meant!" _

"_Juvenile as ever I see." _Lisanna teased.

"_Stop picking on me!" _exclaimed Natsu.

Lisanna and Happy laughed at Natsu's embarrassment. Even Pesky Dust couldn't suppress his girlish-sounding giggles. Seeing his pyromaniac friend so flustered was hilarious! However, it did beg the question, how was this supposed to be a bad dream?

Pesky Dust was brought out of his musings when he spotted an older Elfman and Mirajane walking up to the trio. Elfman was wearing a black coat with gold buttons, black pants, and brown shoes. Mira wore knee-length black leather boots, purple shorts with a white belt, and a skimpy black tank top that revealed her stomach and cleavage. Her long white hair was tied up into a ponytail by a purple ribbon.

If Ben were human, he would have suffered from a nosebleed from the sight of Mira's impressive…assets.

"_C'mon Lisanna, let's go. We gotta get to work." _Elfman said nonchalantly.

"_What?" _Lisanna said, confused. _"We just finished a job. Can't we take a little break?" _

"_Yeah, but it's an S-Class quest. Mirajane wants us to go along and help her out with it." _Elfman replied.

Pesky Dust's eyes widen slightly. _'Mira was an S-Class wizard? But…why does she work behind the bar now? What happened?' _

"_No way!" _Natsu shouted indignantly_. "Totally unfair!" _

"_What kinda job is it?" _Happy asked.

"_An emergency request." _Mira responded, with a smug smile. _"It just came in. They want us to kill off this monster called The Beast. Hey…you wanna come with us Natsu? You might learn a thing or two." _She then winked at him, catching Pesky Dust off guard.

"_Do what? I don't want him tagging along!" _Elfman protested. _"I'm the man in this family and I can protect you on my own!" _

"_AAAHHH!" _Natsu stumped around, griping, _"Why you gotta hog all the fun! Take me with you!"_

Mira and Elfman ignored his whining and walked off, the former sneering at Natsu's antics. Before Lisanna joined up with her siblings, she turned to Natsu with her usual bright smile.

"_Natsu!" _She held up her right hand with her index finger and thumb extended, making the Fairy Tail symbol. _"I'll be home real soon!" _

Once again, the scene began to warp and fade away as the memory ended. All the while, Ben was wondering why Natsu was so distressed in his sleep. Every memory he has seen so far involved Lisanna, and they all seemed good. Unfortunately, the teen hero would soon get his answer.

…

Pesky Dust opened his eyes to see he was in another part of Natsu's dream. He looked around to see he was in a familiar setting: outside the straw hut that Natsu and Lisanna had made to raise Happy in. However, something was definitely off. Ben glanced down to see Natsu and Elfman standing in front of the hut; the latter had a bandage around his right eye and was sobbing madly.

He was bewildered to see Elfman crying. Ben looked over to the front of the grass-made house and gasped in horror.

Positioned in front of the hut was a gravestone with the Fairy Tail mark emblazoned at the top and a name carved below it.

**Lisanna Strauss **

**X767 - X782**

Pesky Dust stared at the headstone with wide eyes and a gaping mouth. _'What? No…no…it can't be. Did she really…' _He paused in thought, his body beginning to tremble.

"_I'm so sorry, Lisanna!" _Elfman sobbed, hanging his head low in melancholy and shame. _"It's all my fault you're gone." _He wept as he buried his face in his right arm. _"My little sister…if only we had taken you with us Natsu this would've never happened! She'd still be alive!" _

Ben clenched his teeth as his body remained petrified, an expression of shock and horror plastered on his face. He couldn't believe this. This was why he had never heard of or seen Mira and Elfman's little sister? She was dead?! To Ben, this situation seemed very familiar…

Suddenly, Pesky Dust's eyes widened further when a dark memory he had tried to repress came crashing back. The mere thought of it made his heartbeat increase and beads of sweat to fall down his face. The Omnitrix bearer was snapped out of his thoughts by a certain Dragon Slayer.

"_Would you shut up!" _Natsu roared, choking back his own sobs. _"Enough of the blubbering already! Do you really think Lisanna would want you to carry around that guilt? How is she supposed to smile if her brother's feeling sad?"_

Elfman was speechless as he stared at Natsu with wide eyes. After a moment, he whispered, _"Alright…" _

Pesky Dust saw Natsu's body beginning to tremble. He could tell he was struggling to control his emotions as well. _"No matter what happened, she always had a smile on her face. Remember? Even at the very end…she never lost her smile. If she were here now, I'm sure she'd say, 'Whenever you're feeling down, that's when you need to smile the most.'" _Natsu paused, his body continuing to quake.

Natsu turned to Elfman with a scowl, tears falling from his eyes. _"So buck up! Show her a smile like a real man!"_

With tears still sliding down his face, Elfman gazed at Natsu in deep thought. _"A real man…" _

Pesky Dust didn't have time to ponder on this drastic change in events before the scene again warped and shifted to yet another memory.

…

When the scene once again refocused, Pesky Dust glanced down to see he was still in the same place. Natsu and Happy stood in front of Lisanna's headstone, which had a bouquet of yellow roses resting in front of it. The evening sun cast its orange-yellow light across the land.

"_Hey Natsu, why'd you make a grave for her all the way out here when there's already one at the church cemetery?" _Happy inquired solemnly.

"_This was one of her favorite places." _Natsu explained sadly. _"She loved…to sit and watch the sunset. As long as this is here, she'll never miss a single one." _

"_You're right." _Happy said.

A somber moment passed before Natsu spoke up again. _"I just…wish that I could keep my promise. I don't…" _He sniffled, _"…think I'll be able to find her this time." _

"_Aye" _Happy said lowly, hanging his head.

Pesky Dust stared at the scene transpiring before him with wide eyes and his mouth slight agape. Now he understood the cause of Natsu's distress. Unknown to him, a few tears ran down his blue-skinned face. A traumatizing event from his past resurfaced again in Ben's mind.

Ben closed his eyes and looked away, clenching his teeth shut. He couldn't bear to watch anymore. Through the mental pain he was feeling, Pesky Dust released his connection with Natsu's mind. He had forgotten completely why he had come in the first place. All he was concerned with now was getting the hell out.

…

Erza, Lucy, Gray and Happy were silent as they stared at a motionless Pesky Dust hovering by Natsu's bed, a trail of greenish-white gas stretching from his right hand to the Dragon Slayer's head. Lucy and Gray were sitting by the table while Erza stood close by the bed, her arms folded over her chest. Happy had reawakened from his slumber minutes prior and had been brought up to speed on what Ben was doing.

At least ten minutes had passed since Pesky Dust had entered Natsu's dreams. In that time, he had floated motionless with a blank expression on his face.

"Geez…I wonder what's taking him so long." Gray muttered.

"Aye," Happy agreed. "He sure has been in there for a while."

"I wonder what he's seeing." Lucy pondered.

"I'm sure he's okay." Erza dismissed; however, the scarlet haired knight would be lying if she said she wasn't feeling a little bit worried.

All of a sudden, the green mist surrounding Natsu's head dissipated out of existence. Pesky Dust blinked and shook his head a few times, returning to reality. He reached up and tapped the Omnitrix dial, transforming back to human with his back facing the others.

"Hey! Look who's back." Gray said.

Lucy glanced at Gray, annoyed. "Where are your clothes?"

Gray immediately panicked as he gathered his clothes on the floor. Lucy shook her head and turned her attention back to Ben. "So, Ben did you fix Natsu's nightmare?" She asked curiously.

Gray smirked as he crossed his arms over his chest. "I wouldn't be surprised if you didn't find anything in there?" He quipped.

Ben did not respond as he stood stationary, his head hung low and his fists clenched. An emotionless countenance was plastered on his face.

Erza turned to Ben with a raised brow, concerned. "Ben? Are you alright?" She inquired.

The brunette didn't answer; instead, he promptly exited the room and closed the door behind him. The three wizards and cat stared at the door in confusion.

"Man…what's wrong with him?" Gray asked.

"I don't know." Lucy said in a worried tone. "He seemed…really out of it though."

"Aye," agreed Happy.

"What could he have seen in there to make him act like that?" wondered Gray.

Erza didn't comment as she gazed at the door with a worried expression. Without a word, the re-quipping mage walked out of the room, leaving the others behind in confusion. When she closed the door behind her, she looked in both directions for Ben but didn't see him. She knew Ben couldn't have gone far, unless he transformed into one of his speedy aliens.

The Fairy Queen then remembered that Ben's hotel room was just down the hallway. She went right and walked down the corridor, stopping in front of Ben's door. She knocked on it a couple times.

"Ben? Ben, are you in there?" Erza asked.

No response.

She knocked again. "Ben? Please…I-I just wanna talk to you."

Again, she received no response.

Erza narrowed her eyes and opened the door, letting herself in and she closed the door behind her. She walked in to see that the room was fairly dark, the only light seeping through the gaps in the curtains. Erza looked around and paused when she spotted something peculiar. On the wall to the right of the bed was the shadow of a figure.

Titania blinked, dumbfounded. _'How can there be a shadow if there is nothing here…unless…' _Erza thought.

"Ben? Is that you?" Erza questioned.

A moment passed until a being appeared sitting on the edge of the bed. It was a large lizard-like being with purple splotched skin and a spike-shaped fin on the back of its head. It had three triangular eyes, the left being blue, the right red, and the top green. It had four-fingered hands, three toes on its frog-like feet, and a mouth full of sharp teeth. A familiar green hourglass symbol was positioned on its chest.

ChamAlien stared at the ground as he uncloaked himself in front of her. Ben had completely forgotten about the light coming through the curtains. One of the weaknesses of ChamAlien's amazing camouflage ability was that he could still cast shadows and he could be detected via scent or mana.

Erza stood a few meters away from Ben's left side. ChamAlien tapped the Omnitrix and transformed back to Ben before he turned to Erza, a melancholic look on his features.

"Ben, what did you see?" Erza asked, concerned for him.

The teen hero turned back to the ground, a gloomy shadow covering the upper half of his face. "How did she die?" Ben muttered.

Erza cocked a brow, befuddled. "Who are you referring to?" She inquired.

A long pause followed until he elaborated, "Lisanna. How did she die?"

Surprise crossed Erza's facial features. _'So that's what Natsu was dreaming about. No wonder he was distressed in his sleep.' _She realized.

Erza took a seat on the opposite end of the bed, looking at Ben expectedly. The Omnitrix bearer spent ten minutes retelling the Fairy Queen of the memories he'd witnessed while in Natsu's mind.

Once Ben finished his explanation, he turned to Erza, "So, how did she die?"

Erza closed her eyes and sighed heavily. She enlightened him on how Mirajane used to be an S-Class wizard and could take on the form of a demon with her Take-Over magic. This caught Ben off guard but he didn't let it show visibly. He never pictured someone like Mira having the epithet, the She-Devil.

A couple years ago, Mira had taken Elfman and Lisanna on an S-Class quest to slay a monster called The Beast. The creature had beaten Mira and in order to save her, Elfman had attempted to use his Take-Over magic on it; however, the monster was too strong and took possession of Elfman. When Lisanna had tried to bring her big brother back to his senses, Elfman smacked her away and killed her.

Ben's eyes widened after Erza finished explaining the cause of Lisanna's death. He recalled the memory of Natsu and Elfman standing by Lisanna's grave, and realized why the latter was blaming himself for her demise. He lowered his head in grief, feeling empathy for the guilt that Elfman no doubt still carried with him.

A moment of silence passed between the shape-shifting hero and re-quipping knight. Erza eventually turned to Ben, who was gazing at the floor, distraught. There was something that Erza was wondering about.

"Ben…I understand that it must've been hard to witness those memories; after all, Lisanna's death still weighs heavily on the hearts of everyone in the Guild who knew her; especially Mira and Elfman. But why are you so upset by it?" Erza asked, confused.

Ben remained silent as he stared at the carpeted floor, lost in his thoughts. Subconsciously, Ben lifted his left hand and subtly touched the right side of his chest. "I…" he choked out, "I'm still not ready."

Erza stared at Ben, her brown eyes able to pierce into his soul. After a moment, she closed her eyes and nodded in understanding.

"Erza, I appreciate your concern, but…please…I need to be alone for a while." Ben murmured forlornly.

Erza stared at Ben for a moment before she nodded. "Very well," Erza complied and stepped toward the door. However, before she turned the knob, she said, "If you ever need to talk, I'm here for you, Ben."

With that said, Erza exited the room and closed the door behind her. The scarlet haired wizard ambled back to Natsu's room slowly. Though she respected Ben's request, she was still greatly concerned for him.

'_You know of my past now, Ben.' _Erza thought._ 'But what was yours like? Where did that scar come from? …Ben…' _

…

The next day, the Ultimate Team departed from Akane Resort and embarked on a train back to Magnolia. Natsu was unaware of Ben probing into his mind, and the others wanted to keep it that way. It seemed Natsu had completely forgotten about his nightmare since he was back to his usual cheerful self. That is, until they got on the train; though Erza was grateful enough to knock Natsu out so that he wouldn't suffer on the way back.

Ben seemed to be acting normal; however, Erza could tell that he was feigning it. He was just as depressed now as he was yesterday. He just didn't show it outwardly.

While Natsu was unconscious, Gray asked why Ben had abruptly left the room yesterday after coming out of Natsu's dream. Lucy and Happy expressed their curiosity as well. Ben looked away and did not respond. Before they could inquire further, Erza sternly interjected and told them to leave it alone, and that he would tell them when he was ready. The subject was immediately dropped after that.

A few hours later, the Ultimate Team finally arrived in Magnolia. As soon as Natsu stepped off the train, he was back to his normal self and exhaled a torrent of fire. Erza promptly slapped him on the back of the head, which brought a smirk to Gray's lips.

The superhero and wizards walked down the cobblestone streets toward the Guild Hall, Erza pulling her cart of luggage behind her. Everyone was wearing their usual attire, besides Erza who was adorned in a white collared shirt and a black knee-length skirt. The group of wizards talked animatedly about the trip and how they were eager to see everyone.

Ben, meanwhile, was quiet as he tagged at the back alongside Erza with his hands in his pockets. He wore a neutral expression and stared off into space, not paying attention to the wizards' conversation. His mind was off in another place, still going over his experience within Natsu's dream.

Without warning, Ben grunted and stumbled a couple steps before correcting himself. He clenched his eyes shut and held his forehead, feeling a sharp wave of pain and disorientation in his head. Erza paused and glanced back at him.

"Ben? Are you alright?" Erza asked, concerned.

"Ugh…" Ben groaned lightly before reopening his eyes and giving the redheaded mage a small, reassuring smile. "Yeah…fine. Just got a headache. That's all."

Ben proceeded to amble down the street with the others. Erza stared at him attentively for a moment before joining up with him and the team.

A few minutes later, the group made it to the Guild Hall's entrance; however, they were met with a big surprise, literally. The new Fairy Tail Guild Hall had been completed!

It was a three story building that strongly resembled a castle, having battlements on top of its two upper floors, while the ground floor had a more Western-looking roof that consisted of many small, square tiles of different size. Over the battlements several large torches were lined up. Topping the building and the last floor was a small, tower-like dome containing a large bell, which had a pointed roof made of tiles; two more towers were present on both sides of the entrance, these having elongated glass windows running through them and weathercocks shaped like Fairy Tail's symbol on their tile tops. The front part of the top floor housed a large banner with the Guild's symbol on it, while two smaller banners had been placed at its sides.

The Ultimate Team stood at the gates of the new Guild Hall, which now had a stone fence topped with a decorated railing surrounding it. Natsu, Gray, Lucy, and Happy stared at the stone, castle-like building, shocked and dumbfounded. Ben's mouth gaped slightly in surprise while Erza cocked a brow.

"Wow…" Lucy said, awed.

"Well, this is a surprise." Erza commented.

"No kidding." Ben agreed.

'_How did they finish it so fast?' _wondered Ben.

"They finished building it!" Natsu, Lucy, and Happy yelled simultaneously.

"There it is, Fairy Tail's new Guild Hall!" Gray stated proudly.

The group walked through the gates to see many members lounging in an outside café complete with dozens of tables, benches, and striped umbrellas.

"Are you kidding me? We've got a café now?" Gray said.

Natsu's eyes widened and his jaw dropped at how drastically the Guild Hall had changed. Lucy glanced to the left and sweat dropped at what she saw. There was a small gift shop composed of bricks and sported a wooden counter. It displayed a variety of items such as shirts, coffee mugs, knickknacks, and toys. 'Fairy Tail Goods Shop' was emblazoned on a wooden sign on top of the small store.

"Do we really need a gift shop too?" Lucy moaned, exasperated.

"Hey there." The guy behind the counter greeted. This was Max Alors. He was a slim, young man with bowl-shaped, beige hair. He was in charge of handling the Guild's social activities and specialized in a Sand Magic known as Sandstorm. "Glad you guys made it back okay. What's new?"

"They got you working the gift shop, Max?" Happy asked, flying over to him. "It's been a while since we've seen you around the Guild."

Max smiled sheepishly and scratched his right cheek, and explained, "Well, master made me go back to school because he wanted me to take some business classes."

"You're Max Alors!" Lucy stated, popping out of nowhere. "I've read all about you in Sorcerer's Weekly!"

Max turned to her and smiled widely. "Yes ma'am. That'd be me, and you know I've heard a lot about you, Lucy."

Lucy held her cheeks and shrunk, embarrassed. "I don't even wanna think about the crazy things they probably told yah."

Ben walked closer to the gift shop to get a better look. "A gift shop, huh?"

"Yep," Max replied. Humming, he held his chin and looked at Ben. "Wait…you wouldn't happen to be that new Take-Over wizard, Ben Tennyson, would you?"

Ben groaned inwardly from being called a wizard. That was really getting tiresome. He didn't know how many times he had to tell these people he was a superhero rather than a wizard. However, he wasn't really in the mood to make an argument over it so he went along with it.

"Yeah, that's me." Ben answered nonchalantly.

Max grinned. "I've heard some incredible things about you! You got dozens of Take-Over forms, including a giant titan." He then smirked and crossed his arms over his chest. "I also caught wind of that rumor of you and Erza destroying a volcano. Is it true?"

"Indeed it is, Max." Erza confirmed.

"Nice," Max commented. "That's awesome!"

"So what kind of stuff are you selling here?" Happy asked.

Max chortled lightly. "We got t-shirts, wristbands, mugs, towels, and of course there's our most popular items…" the beige haired man picked up a box that was full of action figures based off of the alien forms that the Guild had seen from Ben.

There was: Four Arms, Shocksquatch, Heatblast, Rath, Swampfire, Water Hazard, Jetray, Wildvine, Big Chill, Brainstorm, Lodestar, Fasttrack, Upchuck, Grey Matter, Gravattack, Cannonbolt, and Way Big which was three times larger than the others.

"Whoa!" Happy's eyes lit up with stars when he spotted the Rath action figure, and picked it up. "A Rath action figure! Super cool!"

Ben looked at the toys in slight surprise. He was quite impressed how accurate the designs of the toys were of his aliens. "You made toys based off of my transformations?"

"Yep," Max nodded, holding up a Brainstorm toy. "I gotta say these babies are flying off the shelves like hotcakes. The kids can't get enough of them! We'll be adding more when we see the rest of your forms."

Ben smirked. "You're probably gonna have to build a new section for the store then."

"How much for the Rath action figure?!" Happy demanded eagerly.

Lucy sweat dropped. "Why am I not surprised that you're going crazy over the Rath toy?" She muttered.

The Ultimate Team left the gift shop and opened the main doors to the building. The first floor greatly resembled the old building, but it was much larger in size with more tables, benches and several long beams that supported wooden mezzanines on both sides of the hall. A long counter stretched down the right side of the wall, and above it was a large banner bearing both the Guild's name and insignia.

The Request Board was to the immediate right and an information desk to the immediate left. A few meters in front of them, there were two dozen restaurant tables that stretched across the length of the room. The tables end at a large, wooden stage that had four staircases behind it on both sides. Two of the staircases led upstairs and two of them led downstairs. In the upper right hand corner of the Guild, there was a rest/shower room. The building also had a kitchen, a Data Storage Room, a library, and a large, interior swimming pool behind the stage.

Lucy and Happy marveled by how amazing the new Guild Hall looked while Gray, Ben, and Erza simply smiled from the new interior design.

"Wow…so pretty…" Lucy and Happy admired.

Erza crossed her arms over her chest and smiled, nodding in agreement. "I could get used to this."

"Yeah…this is pretty nice; it's a lot cooler than the old design" Ben commented. He grimaced slightly when he felt another sharp headache. He had been getting sudden head pains since the ride home from Akane.

'_That's weird.' _Ben noted._ 'I wonder why I'm getting these headaches all of a sudden…' _

Gray glanced over to Natsu, who was sulking and had the lower half of his face covered by his scarf. "Hey man, what's wrong?" He asked.

"I'm not good with change." The Dragon Slayer grumbled.

"It's so great to have you back, Lu!" Levy shouted happily. She had changed her attire to an orange sleeveless vest, orange gloves that stretched to her elbows, black pants, and maroon-colored boots.

"OH! Hi, Levy!" Lucy greeted.

Levy smiled brightly. "Isn't this awesome!? Guess what? Now we got a swimming pool behind the bar," she motioned to the indoor pool.

Lucy sweat dropped. "That's kinda weird."

"It's just not the same." Natsu grumbled.

"And we even have a game room down in the basement." Levy continued.

"Does it need to be this big?" Lucy sweat dropped again.

"I don't like it." Natsu muttered.

"But the biggest change is upstairs," Levy proclaimed, pointing up to the mezzanine, "cause everyone's allowed to go up to the second floor."

To prove her point, Elfman walked up to the railing and gave them a lazy salute. "Yo!"

"Oh wow" Lucy commented.

"Master actually lets more of us go on S-Class quests, but…only if an S-Class wizard agrees to go along." The petite girl explained.

Before anyone could comment, Master Makarov walked up to the team. "Well, I'm glad you dunderheads made it back safely."

"Master?" Erza said.

The group turned to the dwarf-sized man and were slightly taken aback to see Juvia standing by him, only her look had changed. Her hair had been cut at shoulder-length and was spiky at the ends. She wore a white button-up shirt, white gloves that reached her shoulders, and a blue spaghetti strap shirt atop her white shirt with light blue trim and was zipped up on the front. She was also attired in a blue skirt, white boots with blue toes, and a white and blue Russian hat.

"I'd like you to meet our newest member, Juvia." Makarov introduced. "Isn't she a cutie?"

Juvia bowed formally and smiled. "I can't wait to work with you." She said eagerly.

Gray chuckled. "So you actually made it in, huh?"

Ben smirked. "I knew she would."

"Thanks so much for helping us in Akane." Erza thanked.

"No. I should be thanking you," Juvia replied happily, "because now I found a new Guild."

Lucy smiled and waved at the rain woman. "Hey girl!"

Suddenly, a dark aura cast off of Juvia as she shot Lucy a menacing expression. "We will fight for Gray." She whispered.

"That won't be necessary…" Lucy responded, exasperated.

"We've also added another new member to the Guild." Makarov proclaimed. "Someone you might you recognize."

"I wonder who it is." Happy said.

They turned around and shocked expressions immediately appeared on their faces.

Lucy gasped, unable to respond.

"What!?" Gray yelled. "Him?! Are you kidding me!"

Gajeel sat at a table a few meters away, scowling at the group with narrowed eyes.

Natsu and Gray got in fighting stances, both glaring angrily at the Iron Dragon Slayer. "Gajeel!" the former shouted.

"Why'd you let him in here, gramps?" Gray demanded.

Juvia got in-between the Dragon Slayer and Ice-Make wizard, holding her hands up in a placating manner. "Calm down! I asked him to come along with me." She assured.

Erza gritted her teeth and shot Gajeel a dangerous look. "I don't mind Juvia, but he's the one responsible for destroying our Guild Hall the first time!"

Gajeel merely looked away and lightly scoffed.

Ben, meanwhile, was silent as he stared at the spiky, black haired wizard with narrowed eyes. He could understand his friends' reactions toward Gajeel; after all, he was just as surprised as them to learn that he had become a member of Fairy Tail. However, there was something about Gajeel that seemed familiar to Ben.

"Now, now," appeased Makarov, "remember what I taught you. Yesterday's enemy can be today's friend, right?"

"Yeah," Levy said weakly, crouching low behind a bench nervously. "If I'm okay with him being here, then you should be too."

Jet and Droy, however, didn't agree as they glared daggers at the Iron Dragon Slayer.

Natsu slammed his hand on the table Gajeel was sitting at. "There ain't no way! I can't work with someone I can't trust!"

Gajeel turned to Natsu with a smug smirk and a dark shadow on his face. "What's the big deal? It's not like I wanna be your buddy."

"Man that's cold!" Natsu remarked.

Gajeel stood up and returned Natsu's glare. "The only reason I'm here is to get work." He stated. "I hate this stupid Guild and everyone in it, but times are tough so I had no choice but to join."

"Shut up, loser!" Natsu yelled, clenching his fists.

Gray glowered coldly at Gajeel while Juvia was sweating bullets as she held up her hands in defense. "I'm sorry, but Gajeel was having a hard time finding work and I just couldn't turn my back on him." the rain woman freaked out even more in fear that Gray may have taken her explanation the wrong way. "But I don't want you to think I have a crush on him or anything!"

"I know you kids don't like it, but as the master of this Guild it is my duty to help those who have gone astray find the right path." Makarov declared. "Give him a shot, you might find out he's a nice guy." He then looked away and muttered, "At least I hope so."

"Well, I may not agree with you but I will respect your decision." Erza replied. The redheaded mage then glanced to Ben on her right, who had remained silent throughout the exchange. "What do you think, Ben?"

A moment passed before he answered, "I think we should give him a chance."

Erza, Lucy, Gray, and Happy's eyes went wide from shock as they turned to Ben.

"Seriously!? You sayin' you trust him?!" Gray accused crossly.

"Trust him? No. Not at all." Ben replied stoically. "However, I do believe in second chances. Back home, my best friend, Kevin, used to be a psychopath bent on killing me. People can change. I'm not saying we'll all be buddy-buddy with Gajeel, but I think we should give him the benefit of the doubt for now."

The four looked at Ben, surprised by how wise he sounded. A small smile appeared on Erza's face.

"See? Ben gets it." Makarov spoke up. "You're all just worrying too much."

"Regardless," Erza frowned and glared at Gajeel once more, "I warn you, I will be keeping a very close eye on him."

Makarov sweat dropped. "Fine"

Meanwhile, the two Dragon Slayers scowled and snarled at one another.

"They act more like dogs than dragons." Macao joked, holding up a mug of beer. "Don't yah think?"

Happy was eating a fish right next him, and chimed, "Aye, sir! You might wanna break out the muzzles to be safe." '

"Man," Natsu sulked as he walked away. "This new Guild Hall just doesn't feel right."

All of a sudden, the lights went out and the room was shrouded in darkness. Then, the spotlights above the stage came on to reveal Mirajane sitting on a stool holding a guitar and a microphone with bird-like wings hovering in front of her mouth. Murmuring echoed through the Guild Hall as everyone turned their attention to the white haired maiden.

"Hey! We made it back, Mira!" Natsu called out.

"Good to see you." Mira said over the mic. "I'd like to dedicate this song to Fairy Tail's Ultimate Team, and congratulate them on their safe return."

Mira strung a note, causing the crowd to break out in excited applause.

"Knock 'em dead, Mira!" a man shouted.

"Yeah!" One mage held up his mug.

"We love you, Mira!" another added.

"_As I walk past your room…" _Mira sung with an angelic voice, _"…my shadow walks through your door…One more day you're not here…" _

As Mira continued singing, a few men in the crowd whistled while the rest simply listened. The Ultimate Team sat at a table together, listening to Mira's beautiful singing voice with content smiles; except Natsu who laid his head on the table, still grumbling over the new Guild Hall.

Ben was very impressed by how well Mira could sing. She was like an angel! Ben's smile soon shifted into a desolate smile as he looked away, thinking back on his experience in Natsu's mind and another certain memory that he wished he could move on from.

Erza glanced to her left and noticed Ben staring off into space. She blinked. This was the third time she had seen Ben look so distant; the first time at Volk Springs and the second at Akane Resort.

"Ben?" She said softly.

Ben didn't respond, seemingly unaware of anything around him. Concern plastered on her face as she reached out and lightly grabbed his right arm. Suddenly, Ben was brought out of his daze and looked back to Erza.

The re-quipping mage and shape-shifter looked into each other's eyes for a moment. Erza then smiled warmly, happy that he wasn't so distant anymore. Ben blinked. Seeing Erza smile and having her soft hand on his arm caused a strange feeling to bubble in his stomach. With a small blush, Ben smiled back. The two turned their attention back to Mirajane.

Makarov, who was sitting on a table behind the Ultimate Team, had seen Ben and Erza's exchange and smiled. "I'm so happy they made it back safely."

The Fairy Tail master then glanced toward Ben with a thoughtful look. _'Hmm…I could've sworn I sensed something coming from Ben for a moment until Erza snapped him out of his daze. What was it?' _He shrugged. _"I may have just imagined it…" _

Makarov looked around at all the happy faces of the Guild members. _'I can't believe how fast my Fairy Tail children are growing up. Maybe it is about time for me to start thinking about…retiring.' _

A moment later, Mira finished singing her wonderful song. The crowd stood up and rewarded her with a thunderous applause.

"Awesome!" Macao shouted. "Who's up next?"

The spotlights went off for a moment as a figure obscured in darkness appeared on stage. When the lights came back on, Gajeel was sitting on the stool wearing a white tuxedo outfit, a white fedora, and a pair of onyx sunshades. He held a heavy metal electric guitar in his hands.

Immediately, the jaws of everyone in the crowd fell to the floor as their bodies went pale from shock. The Ultimate Team shared similar expressions to the other Fairy Tail members. Even Ben and Erza, who were usually composed, looked on at the baffling sight with wide eyes and sweat drops falling down their faces.

"Huh? What the…" Natsu trailed off, dumbfounded.

"Wrote this little ditty that I call 'Best Friend'," Gajeel said over the microphone-bird thing. "Would you like to hear it? Well, here we go."

Unsurprisingly, rounds of 'boos' echoed through the crowd as they started throwing various items at Gajeel.

"I ain't listening to you!" One wizard yelled.

"Yeah! Get off the stage, yah bonehead!" Another added.

Despite the booing, Gajeel chose to sing anyway. _"Sparkling, colorful, shoo-bee-do-ba! You caught my eye like…"_

The jaws of the Ultimate Team dropped as they instantly turned white in shock from Gajeel's singing. Ben thought his mouth was going to fall to the floor. _'W-w-what the…' _he stuttered inwardly.

Suddenly, a few cheers sounded out through the crowd of 'boos'.

"Whoa…" Levy remarked, wide-eyed.

"He's not half bad!" Elfman commented.

"Show them what you can do, Gajeel!" Juvia encouraged.

Macao, Wakaba, Max, and Elfman both shouted simultaneously, "ROCK ON!"

The rest of the Fairy Tail guild seemed to disagree as they were still throwing random items at Gajeel.

"_Sha-la-la…one bite is never enough…" _

As Gajeel continued to sing, a tic mark throbbed on Natsu's head as he covered both ears. "OH MAN! This has got to be the worst song I've ever heard!"

Without warning, Gajeel's guitar went flying through the air and smacked into Natsu's face. With a vein throbbing on his forehead, Gajeel ended his song with a tune from his harmonica.

"You wanna piece of me?!" Natsu roared, enraged.

Instantly, Natsu and Gajeel jumped in the air and exchanged powerful kicks. "Shoo-bee-do-ba!" the latter remarked.

Everyone paused and watched as a dust cloud formed around the two fighting Dragon Slayers. "Enough sho-lee-be-do!" Natsu demanded.

"Shoo-be-do-ba, yah moron!" Gajeel countered.

Makarov began to shake nervously as sweat drops raced down his cheeks. "Please! Stop!" he begged, a tear falling from his eye.

Natsu was just about to punch the iron mage until a beer mug slammed into his face. He turned to the direction it was thrown from, his expression distorting into a scowl. "Alright, which one of you threw that?! HUH!?"

Gray sat up from the Ultimate Team's table, fed up with Natsu's antics; however, the ice mage unknowingly bumped into Erza and caused her to lose her grip on her plate of strawberry cake, and accidentally knock her strawberry smoothie mug off the table.

"Natsu! Would you quit screwing around already!" shouted Gray.

The dessert and smoothie fell over Ben's lap, but the shape-shifter was quick to catch both of them before they hit the floor. He held them up to show he had caught them, which brought a smile to Erza's face. Suddenly, Elfman appeared out nowhere at Ben's left and bumped into him, causing him to drop the cake and smoothie to the floor.

Erza's eyes went wide in horror as her face paled. _'My smoothie…and my cake…' _she thought. The Fairy Queen then let out an uncharacteristic scream.

"If you were real men you would take this outside!" Elfman proclaimed loudly.

Ben felt a shiver go up his spine. He could sense the dark, unsettling aura wafting off of Erza. Not wasting a moment, the teen hero immediately stood up and promptly ran for cover. Without warning, Erza re-quipped into her Heart Kreuz armor and delivered a fearsome kick into Elfman's face.

"Watch it, you oaf!" Erza yelled.

Ben jumped over the bar counter and crouched low along with Lucy and Happy. Within seconds, an all-out brawl broke out in the Guild Hall. Natsu, Gray, and Gajeel were trading blows and Erza was terrorizing anyone close to her out of rage from losing her precious cake and smoothie. The rest were either using magic attacks or exchanging punches and kicks; some of them were doing both.

The trio let out sighs of exasperation. Though they had gotten a new building, the Guild was just as rowdy as ever. In the midst of the battle, Master Makarov could be seen crying his eyes out as his new Guild Hall was quickly becoming a wreck.

Natsu glanced around at the brawl taking place around him with a toothy grin. "Now it's starting to feel like home."

"Quit smiling!" Gajeel shouted, slamming his Iron Club into his face.

"Oh brother…" Lucy moaned, annoyed. "At this rate we'll have to build _another_ Guild Hall."

"Aye," Happy agreed.

Ben didn't comment as he folded his knees up to his chest, staring off into space again. The Celestial wizard and blue cat looked over to him. "Ben?" The former said.

"Hmm?" Ben turned to her, snapping out his stupor.

Lucy poked her index fingers together in a timid manner. "I don't suppose there's any way you could stop all this, huh?"

Ben was silent for a moment as he glanced up over the counter to look at the fray. It was really getting intense. He let out a long sigh, and replied, "Yeah…I suppose I should."

The brunette stood up and activated the Omnitrix. He scrolled through his transformation playlist until he found the form he wanted and selected it. He was about to slap the core down until he froze.

Ben let out a painful groan as he clutched his forehead, clenching his eyes shut.

'_Damn headaches again…it feels more…painful…' _

This didn't go unnoticed by Lucy and Happy, who looked at him in concern and bewilderment.

"Hey, what's wrong?" Lucy asked worriedly.

"Are you okay, Ben?" Happy added.

Ben groaned louder. "Ugh…y-yeah…I-I just got a migraine…t-that's all…"

Suddenly, Ben tensed up as his eyes widened and his heart skipped a few beats. A few drops of sweat formed on his forehead as he stood petrified. Shockingly, his irises flashed a dark amethyst before changing back to green, his pupils shrinking drastically. Lucy and Happy saw this and let out surprised gasps. What was that?

"Ben…" Lucy stammered, concerned.

Ben's eyes rolled back in his head as he suddenly fell to the floor with a loud thud, unconscious.

"BEN!" Lucy and Happy cried.

The blonde girl quickly kneeled by Ben's right side while Happy stood on his left. Lucy shook Ben by his shoulders, hoping that might wake up him but she was met with negative results. His body was limp.

"Ben? Ben! Wake up!" Lucy hollered fretfully.

"I don't think that's going to work, Lucy." Happy stated frantically. "He looks really out of it."

Lucy reached for Ben's wrist and felt his pulse and discovered it was slow. She then glanced up at his face to see it was becoming slightly paler. Both were not good signs. The Celestial mage placed her hand on her forehead and gasped as she pulled away.

"Lucy, what's wrong?" the azure cat inquired.

Lucy began to tremble in apprehension. "H-h-he…he's cold…" She stammered.

"What?" Happy's eyes widened, shocked.

The Celestial mage trembled in fear for a short moment before she screamed at the top of her lungs. "HELLLP! SOMEONE HELP!"

Lucy's scream was loud enough to be heard over the shouting and fighting. Everyone immediately stopped what they were doing and looked over at Lucy.

Gajeel had Natsu in a headlock and punched him before he averted his attention toward Lucy. "What's blondie's problem?" He asked, annoyed.

"HELP! It's Ben! He needs help!" Lucy cried.

"Yeah," Happy chimed worriedly, "he's not looking good over here, guys!"

Erza dropped the bench she was going to use to smack her opponents with. A look of utter trepidation appeared on her face as she heard that Ben was in trouble. Without a second thought, the scarlet haired mage rushed over to the bar area with Natsu and Gray following her lead.

Master Makarov and Mirajane pushed past through the crowd and got behind the bar area. Natsu and Gray stood aside as Erza and Mira kneeled by the unconscious Ben along with Lucy. As Mira checked his vitals, Erza gazed down at Ben. She didn't feel it before, but now she could sense an unknown, dark aura coming from him. What was this?

Erza turned to Lucy with a stern expression. "What happened?"

"H-he…he was about to stop you guys from fighting and then he just fell over." Lucy stuttered fearfully.

"His eyes flashed purple too!" Happy added.

The group's eyes widened from this revelation. "His eyes…" Erza trailed off, lost for words.

"What does that mean?" Gray questioned.

"His vitals are low, and…I can sense something from him…" Mirajane said. She too couldn't identify this strange sense.

"Move aside!" Makarov ordered as he hopped down from the counter.

Mirajane, Erza, and Lucy stood up and took a few steps back as they gave the old man some room. Makarov stared down at Ben's inert form with a serious look. He placed his right hand on the brunette's forehead and gasped in alarm.

'_I knew I wasn't imagining things earlier. There is…some kind of Dark Magic in his mind.' _Makarov thought.

"Master?" Erza said.

"Get Ben and follow me!" Makarov commanded as he made his way to the front doors. "We have to go NOW!"

The other members were all a bit shocked and worried from how urgent their master sounded. Even Gajeel seemed to be a bit curious as to what was going on with the 'Take-Over wizard' as he called him. He crossed his arms over his chest and watched the scene unfold with narrowed eyes.

Natsu picked Ben up and threw him on his right shoulder, following Makarov out of the building with Erza, Lucy, Gray, and Happy right behind him. The wizards looked on in bafflement and anxiety as the master and Ultimate Team ran out the door.

The group rushed down the relatively empty streets of Magnolia. A few onlookers looked at them in confusion.

"Gramps!" Natsu called out. "What's going on? What's wrong with Ben?"

"There's no time!" Makarov shouted.

"Uh…isn't the hospital the other way?" Lucy mentioned nervously.

"We're not going to the hospital. Those doctors won't be able to help him." Makarov stated. "There's only one person I know that can identify that magic inside Ben and possibly cure it."

The team looked at their Guild master in confusion. Erza's eyes widened when a light-bulb shined in her head. _'Wait…could he mean her?' _She wondered.

Her hypothesis seemed to be proven correct as Makarov led them to a dirt path that led into the East Forest. Erza glanced over to Natsu, who was carrying Ben's motionless form. She gritted her teeth, trying to calm the storm of emotions inside her.

'_Ben…please…stay strong for us…for me.' _She thought.

…

**A/N: Well…let me just say that college is a bitch! It does have its perks, but it also has its drawbacks. Such as not being able to update as often since I'm studying and working on assignments all the time. Hell, I got two assignments this weekend! **

**Anyways, I'm just happy that I could finally get this up. What did you all think? I know you're all wondering what will happen next, huh? It's the start of my first original arc in the story. I'll give you all a brief summary, but nothing too major. **

**Upcoming Arc: Entrapment**** – The spell that Jellal cast on Ben in the Tower of Heaven has taken full affect and is attacking his mind. It's up to Natsu, Gray, Erza, Lucy, and Happy to go into Ben's mind and save him. Along the way, they witness some of his memories and fight a few of the villains he has fought. Erza discovers a tragic secret of Ben's past. Will they save him in time? Or will he fade away into oblivion? **

**Pretty cool, huh. I don't want to hear complaints from you people who want to see the Fighting Fest now. I'll get to that in the future. Right now, this original arc is important for several reasons. Reason that I will not reveal at this point. **

**Oh, my good friend **_**TallGuy94**_** has made a cover-art piece for this arc as well. I will set it as the current cover for this story, but if you want to see a bigger version, the link will be on my profile page. **

**I would like to thank **_**TallGuy94**_** for also providing me some good feedback and advice in developing this chapter and upcoming arc. **

**Please leave any comments or critique in the review box. Remember flames will…uh…who haven't I used…aw whatever! Just don't flame! They're stupid and pointless. **


	24. Entrapment, Pt 1: And Then There Were 5

_***Meanwhile, in the Kingdom of Imagination, a meeting is being held inside the headquarter of a company called, "Awesome Ben 10 Xovers Inc." The COO of the company is running through the halls***_

**Ultimate10: **_***runs onto the stage, breathing heavily* **__"Hey everyone! I'm__**…*pants***__…back!" _

**Audience: **_***picks up torches and pitch forks* "KILL HIM!" **_

**Ultimate10: **_***holds up hands in surrender, sidesteps a thrown torch* **__"Wait! Let me explain!"_

**Random Dude: **_***stands up from seat and glares at writer* "**__You kept us all waiting for so long, I decided to boycott your story!"_

**Ultimate10: ***_**blinks in confusion* **__"If that's so then why are you still here?"_

**Random Dude: **_"Uh…"_

_***There were three audience members in the front row that didn't pick up any killing devices and proceed to kill the author of a story they enjoy so much. One of them placed his hand over his face and shook his head.* **_

**TallGuy94: **_***mumbles***__"I'm surrounded by idiots." _

_***The Incredible Muffin, the CEO of Awesome Ben 10 Xovers Inc. nods his head in agreement.* **_

**Incredible Muffin: **_"They do tend to go overboard." _

_***He had founded the company in the summer of 2013 with his story 'Ben 10: Unlimited' being such an amazing hit. The readers ate it up like candy on Halloween. Apparently, his story inspired other authors. Ultimate10 was one of them and Muffin had hired him as COO after seeing the potential he possessed after reading his story 'Ben 10: Prime Force'. Muffin was still waiting on an update for that story, like many others. However, he could wait. When Ultimate10 had revived 'Ultimate Fairy' after Muffin had slayed it, he had turned it into a big hit. He was quite impressed with his COO.***_

_***The third party in the trio heard the Random Dude's comment and decided he had had enough.* **_

**Star Saber21: "**_Well, since I want this story to keep going I'd better start kicking ass."__***gets up and leaps at Random Dude across five rows of seats and initiates a major ass kicking. A dust cloud formed around the duo* **_

**Ultimate10: **_***blinks* **__"Huh? Starting to feel like the Fairy Tail guild hall in here." __***Shakes head and refocuses, ignoring the fight* **__"Okay, let me just say I apologize for keeping you guys waiting, but I do have a reason. As you know, I don't have as much free time as I used to. What can I say? College is a pain." _

**Stone-Man85: **_**"**__Yes, college is what you call a…double-edged sword. You people just need to chill out."_

**Ultimate10: **_***nods in appreciation* **__"Thanks Stone I…wait…hang on! Weren't you about to attack me too?!" _

**Stone-Man85: **_***shrugs* **__"When in Rome, dude."_

**Ultimate10: **_***shakes head and sighs in exasperation* **__"Anyways…ever since I posted the last chapter, I've been swimming in assignments and higher priorities. I was thankful just to find time to write on this chapter. I'm sure that most of you can understand since you've been or, like me, are still in college. By the way, I just wanted to tell you all thank you for the support and feedback you've given me. I can't tell you how much that means to me. I would also like to thank Vandenbz since he is my editor and does real good work in correcting my mistakes. He's a new employee here at Awesome Ben 10 Xovers Inc. and I look forward to working alongside him for many years."_

**Vandenbz: **_***gives a lazy salute from amongst the crowd. **__"Thanks, boss!" _

**Spider-Man999: **_"Yeah, yeah, yeah. We get it. Can we get to the chapter now!?" _

**Ultimate10: **_"Fine, okay. Ladies and gentlemen, may I present…" _

_***An explosion erupts through the auditorium. Much of the audience is thrown out of their seats across the room. When the smoke clears, standing in the center of the room was Star Saber21, wielding a powerful, bright blue sword that was known as the Star Saber. There was a large hole in the roof where sunlight poured in.* **_

_***It was clear now what Star Saber21 had done to the Random Dude* **_

**Star Saber21: **_***grins toothily***__"Alright, we won't be seeing him again." _

**TallGuy94: **_***groans***__"Obviously…" _

**Ultimate10: **_"Don't you think that was a little much?" _

**Star Saber21: **_***shrugs***__"Actually, I was going easy." _

_***Saber is jumped on by many angry readers who were thrown out of their seats.* **_

**Audience member 1: **_"You damn jerk! You nearly broke my neck with that stunt!" _

**Audience member 2: **_"No one likes a showoff, sword boy!" _

_***Just like that, an all-out brawl breaks out into the auditorium. Punches and kicks are exchanged. Seats are pulled out of the floor and thrown into the air. The auditorium had broken into a warzone. Incredible Muffin stares at the devastation in shock* **_

**Incredible Muffin: **_***cries anime tears***__"But…I just finished paying for the new building."_

**TallGuy94: **_***flashes a roguish grin***_"Now it's starting to feel like Fairy Tail!"

**Ultimate10: **_"Ah forget it…__***clicks button that brings up chapter on screen, via a projector* **__"Here's the newest chapter to Ultimate Fairy. Enjoy" _

…

**Ultimate Fairy **

**Chapter 24: Entrapment, Part I**

_**And Then There Were 5 **_

…

_**Last time on "Ultimate Fairy"…**_

_Natsu picked Ben up and threw him on his right shoulder, following Makarov out of the building with Erza, Lucy, Gray, and Happy right behind him. The wizards looked on in bafflement and anxiety as the master and Ultimate Team ran out the door. _

_The group rushed down the relatively empty streets of Magnolia. A few onlookers looked at them in confusion. _

"_Gramps!" Natsu called out. "What's going on? What's wrong with Ben?" _

"_There's no time!" Makarov shouted. _

"_Uh…isn't the hospital the other way?" Lucy mentioned nervously. _

"_We're not going to the hospital. Those doctors won't be able to help him." Makarov stated. "There's only one person I know that can identify that magic inside Ben and possibly cure it." _

_The team looked at their Guild master in confusion. Erza's eyes widened when a light-bulb shined in her head. _'Wait…could he mean her?' _She wondered. _

_Her hypothesis seemed to be proven correct as Makarov led them to a dirt path that led into the East Forest. Erza glanced over to Natsu, who was carrying Ben's motionless form. She gritted her teeth, trying to calm the storm of emotions inside her. _

'Ben…please…stay strong for us…for me.'_ She thought. _

…

It's remarkable how quickly a situation can take a drastic turn. Sometimes it can be for the better, other times it can be for the worse. Unfortunately, for Ben Tennyson, bearer of the Omnitrix, it was the latter.

Thirty minutes prior, the Ultimate Team had returned from their vacation at Akane Resort. Though they had experienced some complications with the Tower of Heaven incident, they had made it back alive. Of course it didn't take long for a classic brawl to erupt in the new Guild Hall. It seemed like it was going to be just a normal day at Fairy Tail…well…as normal as things can be with a group of rowdy, destructive wizards.

During the middle of the fight however, their powerful, otherworldly member Ben Tennyson had unexpectedly collapsed into unconsciousness; an eerie magical aura could be sensed wafting off of him. Now, the Ultimate Team and Master Makarov were running down a narrow trail that cut into the lush East Forest. Natsu was carrying Ben over his right shoulder while Makarov was in the lead; it was quite surprising how fast the dwarf-sized wizard could run.

The Ultimate Team was confused and apprehensive over Ben's bizarre predicament. Ben technically wasn't a wizard, so how could he have magic inside of him…let alone Dark Magic? The group didn't have time to ponder the mystery as they arrived at a house that was built inside of a large tree.

Without wasting time, they ran up the flight of stone stairs that led up to the front door. As Makarov hastily knocked on the door, Gray asked, "Remind me again why we're taking Ben to _her_?"

Lucy turned to him, and replied, "The master said that normal doctors would be unable to help him."

"Yeah, but from I remember…doesn't this woman hate…"

Gray was interrupted when the door suddenly opened, revealing a slim and tall elderly woman that had a scowl etched onto her facial features. Her pink hair was tied in a bun on the back of her head by two pins with crescent moon-shaped edges, leaving two bangs of hair to frame her face. She wore a dark green blouse with a tie around the collar, paired with a long matching skirt and simple shoes. Over that, she sported a crimson cape with a wide collar decorated by massive dragon horn-like decorations and edges adorned by white, arch-like motifs.

This was Porlyusica, an expert in healing magical ailments. She was once an active member of Fairy Tail, but now simply served as the Guild's medicinal advisor. She lived in the East Forest secluded from everyone else for her own…personal reasons.

Porlyusica looked at the group with an annoyed frown. "Makarov…" she hissed.

"Porlyusica, we…"

Makarov was unable to complete his sentence as he dodged the end of a broom. Lucy and Happy jumped back and cried out in surprise as the pink haired woman swung her broom mercilessly at the wizards.

"What are all you stinking people doing here!?" Porlyusica yelled angrily, a vein on her temple throbbing. "Go on, SCRAM! Get outta here!"

Yes. The reason why Porlyusica was withdrawn from everyone was due to her hatred for humankind, despite being human herself.

"Porlyusica, wait!" Makarov shouted, sidestepping another swing from Porlyusica's broom. "One of my children, Ben, has fallen ill. He collapsed in the Guild Hall." He paused as he stared at the elderly woman seriously. "I can't identify what sort of magic is ailing him. We need your help."

The healer stopped and narrowed her hardened gaze at Makarov and then turned to Ben, who was still slung over Natsu's right shoulder. Makarov was right. There was a strange magic that had an ominous feel to it coming from the brunette. Though the old woman hated humans, she couldn't turn her back on someone who was sick and in need of help.

"Bring him in." Porlyusica ordered.

The group then stepped into the treehouse. Natsu gently laid Ben on a bed on the right side of the room, per Porlyusica's instructions. They stood on the other side of the room as Porlyusica hovered over Ben, checking his vitals and working on diagnosing his condition.

Ten long minutes of tense silence passed between the Fairy Tail wizards. They looked on with concern and apprehension for their fallen teammate. Makarov sat on a table with his legs crossed and arms folded over his chest. Though Makarov and Erza looked firm and composed, their anxiety could clearly be seen through their façade. Erza's mind especially was in turmoil.

Ever since Ben had returned from peeking into Natsu's dreams he had been acting strange. His quiet and distant behavior and his sudden headaches hadn't gone unnoticed by the scarlet knight. At the time, she was concerned for him; however, she didn't believe that what he was going through was life-threatening. Now, here he was lying unconscious before Porlyusica with a pungent magic flowing off from him.

Erza clenched her fists and gnashed her teeth. _'I should've taken action! As soon as he started having those migraines I should've taken him to get checked, willing or unwilling.' _She berated herself. _'Then maybe I could've prevented this…' _

"Don't blame yourself for this, Erza." Makarov interrupted her musings.

Erza's eyes widened as she turned to the old man that had seemingly read her thoughts. Makarov stood at her left with his eyes shut and arms folded over his chest. "What has befallen Ben is not your fault. There is no use in reprimanding yourself over something that none of us saw coming. For Ben's sake, we must stay strong and do whatever we can to help him."

The redheaded warrior listened to the master's words and nodded in understanding. "Yes. Forgive me, master. I-I'm just worried."

Lucy came up and laid a hand on Erza's right shoulder plate. "We all are." She said softly.

"Still can't help but wonder what's wrong with him." Gray noted.

"Aye," Happy agreed worriedly.

Porlyusica furrowed her brows in concentration at the unconscious brunette haired teen. This evil presence resonating from within Ben's mind was mysterious, yet vaguely familiar to the elderly healer. The pink haired woman remained silent as she mulled over Ben's condition.

A moment later, Porlyusica's eyes widened slightly when a possible but fearful answer entered her mind. She walked over to the other side of the room and stopped in front of a bookshelf. After a few seconds of searching through the numerous books on the shelves, Porlyusica finally pulled out a black leather-bound book with ancient runes inscribed in white on the front cover.

The healer opened the book and skimmed through the yellowish-white pages of written runes. Suddenly, Porlyusica stopped when she came across a specific page and read it. Her eyes widened further.

"No…this can't be…" Porlyusica murmured, shocked.

If what she was reading was true, then this young man's situation was even worse than she previously thought.

"Porlyusica?" Makarov spoke out.

Porlyusica lowered her head as the daunting realization of Ben's predicament sunk in. The Fairy Tail wizards looked at the elderly woman in confusion and concern. The tension in the room could be cut by a knife.

"This spell…I've heard rumors of it," the rose haired woman muttered, "tales of its effect on people, but I never once thought I'd ever see it."

The wizards continued to stare at Porlyusica, their bewilderment and apprehension growing by the second.

Lucy managed to speak up and asked fearfully, "W-what spell?"

"This spell is ancient and deadly..." Porlyusica continued. "It has put your friend into a deep coma."

"Coma?" Natsu blinked twice. His eyes then widened when a sudden idea popped into his head.

Natsu ran past Porlyusica and up to the side of Ben's bed and, much to the group's shock, began to shake the unconscious hero roughly by his shoulders. "COME ON, BEN! WAKE UP! SLEEP TIME'S OVER!" He shouted obnoxiously.

Suddenly, Natsu felt an armored fist connect with his head and send him crashing into the wall. Erza gnashed her teeth as a vein on her temple throbbed in ire. "YOU IDIOT! We can't wake him up that way!" She admonished.

"Natsu, Erza, calm down." Makarov ordered firmly. He then turned his attention to the rose haired healer woman. "Now, Porlyusica, could you please enlighten us on this spell?"

Porlyusica ambled back toward the bed Ben was lying in, and was silent for a moment as she narrowed her gaze at the superhero teen. "This is an ancient forbidden spell that is believed to have derived from Dark Magic. It's called…the Entrapment."

The Ultimate Team eyed the old woman strangely whilst Makarov's eyes widened in horror.

"Entrapment spell?" Lucy repeated. The blonde wizard turned to her friends. "Have any of you heard of it?"

Natsu and Happy shrugged in cluelessness while Gray shook his head. "Nope. Never heard of something like that." The latter complied.

"Neither have I." Erza added, equally bemused.

"Porlyusica," the group turned to Makarov whose expression had darkened. "Are you certain of this?"

The healer woman nodded gravely. "I'm afraid so. There's no denying it."

Makarov stood up from the table, his eyes shrouded in darkness. "Then Ben's situation is far worse than I anticipated." He said grimly.

His statement piqued the interest and worry of his "children" further.

"Master?" Erza inquired expectantly.

"The Entrapment is a forbidden spell, much like Abyss Break. It can trap the person it was cast on inside of their own mind." Makarov explained. "It causes the victim extreme emotional trauma by making them live through their worst nightmare imaginable."

The wizards blinked as their mouths gaped slightly in disconcert from this new piece of information.

"This spell is steadily poisoning your friend's mind." Porlyusica specified. "For the spell to run its full course, it must break down his willpower that is trying to fight against it. As Makarov said, the Entrapment spell does so by putting him through a traumatizing simulation."

"Traumatizing simulation?" Lucy stammered anxiously.

"Wait, what happens if it runs its full course?" Gray asked. The Ice-Make wizard had an unsettling inkling of what would happen then, but he wanted to be sure. It appeared that Erza also shared the same concern due to her worried expression.

Porlyusica lowered her head and closed her eyes. This didn't help calm the apprehension rising in the group's stomachs.

"When the Entrapment finally breaks down your friend's will to fight, then I'm afraid that this…will be his deathbed." Porlyusica replied gravely.

The Ultimate Team went cold as they gasped in shock and horror. They were left speechless as they tried to soak in this horrifying revelation. Erza's eyes widened and her mouth was slightly agape in utter trepidation. No. Ben couldn't die. There had to be something they could do.

"I-Is there a cure?" Erza stammered lightly, still trying to recover from the initial shock.

"Yeah, there has to be something that could counter the spell, right?" Lucy implied hopefully.

The wizards looked to the healer with hopeful expressions. Porlyusica merely shook her head in disappointment. "There is a certain potion that could counteract it; however, I'm afraid it will have no effect at this point. The Entrapment is too deeply rooted in this young man's mind. From what I can tell, this spell has been inside of him for the last five days."

Erza's eyes narrowed in thought when she heard this news. If that were true, then the only possible place that Ben could've had this Entrapment spell cast on him was… the scarlet haired knight froze as her eyes widened, a memory playing back in her mind.

"_May the darkness of despair ravage your soul, and curse you unto oblivion!" _

That was the incantation to the unknown spell that Jellal had cast on Atomix back in the Tower of Heaven. The realization soon hit her like a bolt of lightning. Her armored fists clenched as her body began to tremble in rage.

"Jellal…" She hissed through gritted teeth.

The team turned to Erza with a mix of surprised and confused visages.

"Jellal?" Gray echoed. "You mean…he did this?"

"How?" Lucy asked.

Erza lowered her head, still seething in rage. "During our battle in the tower, Jellal cast some sort of strange spell on Ben that I've never seen before. I can still remember that mysterious evil energy coursing from it."

Natsu blinked twice until his eyes widened in recollection. "Oh yeah that's right…but…Ben broke free from the spell, didn't he?" He scratched his head, bemused.

"Even if someone were to break free from the Entrapment's initial attack, the spell still remains dormant inside their mind." Porlyusica explained. "The only way for the spell to be reactivated is if the victim experiences a high level of stress and/or depression."

Upon hearing this, the dots began to connect in Erza's head. After witnessing Natsu's memories regarding Lisanna yesterday, Ben was desolate and depressed for his own personal reasons. The pieces were now falling into place.

"There has to be a way to break Ben free from this spell." Lucy declared.

"Yeah, we can't just let him die." Gray inputted strongly.

"Porlyusica is there anything that can be done to save his life? I won't allow one of my children to die, knowing that I didn't take all possible routes in curing him." Makarov stated with deep conviction and a serious visage. He already had to go through the pain of burying one of his children two years ago, and he would be damned if he was going to let it happen again.

The room fell into silence as the pink haired woman lowered her head and her eyes closed in deep thought. Porlyusica later opened her eyes and turned back to the group, her usual frown etched onto her face.

"There is only one possible alternative that could save him." She replied.

The wizards leaned in closer and listened closely. It was so quiet that if a pin were to hit the floor, it would be heard by everyone.

"At this point, the only way to free your friend from the clutches of the Entrapment is for someone to travel into his mind, find his consciousness, and restore his will to live." Porlyusica answered.

A moment of silence passed before Natsu, Gray, Lucy, and Happy simultaneously shouted, "WHAT?!" Blank expressions crossed their faces as their eyes widened.

"Go into…" Lucy trailed off.

"…his mind?" Happy finished.

"How is that even possible?" Natsu questioned.

Gray, Lucy, and Happy simply looked away from Natsu and whistled innocently, considering that they had witnessed Ben go into Natsu's mind yesterday. The Fire Dragon Slayer was still unaware of that by the way.

"There is a spell in this book," Porlyusica held up the black book in her hand, "that can send a person or a group into someone's mind by converting their bodies into magical power. But, if you all decide to do this, you must know…if your friend dies while you are inside of his mind…then I am afraid you will all perish as well."

The room fell into another moment of tense silence as the Ultimate Team processed this information. Their newfound friend, who they had really come to like and accept as one of their own, was nearing death's door and the only way to save him…was to travel into his mind and find his consciousness. In addition, if Ben's willpower was to break and the Entrapment killed him while they were still inside his mind, then they would die too.

It certainly wasn't something to be taken lightly. However, with the Grim Reaper growing ever closer to Ben, they were left with no choice. He was their friend and teammate, and he needed their help more than ever. They all knew that he would do the same for any of them. Erza knew this firsthand.

Erza lifted her head and stared at Porlyusica with a determined expression. "Nevertheless, I'll do it." She stated strongly. "Ben is my friend and he has risked his life on several occasions for me. I'll gladly put my life on the line to rescue him."

A toothy grin grew on Natsu's face as he punched his open right palm. "Count us in too!"

"Yeah," Gray stepped forward with a smirk and his hands in his pant pockets. "Don't think you're gonna be doing this alone, Erza."

"Aye," Happy chimed. "We're the Ultimate Team and we gotta stick together."

Lucy smiled and nodded in agreement. Though she was nervous at the idea of going into this life-threatening situation, she brushed it aside. Their friend was in grave danger and needed their help more than ever.

Makarov closed his eyes and smiled, proud of his children's resolve to save their teammate despite the dangers. It was just another thing that separated Fairy Tail from other magical Guilds: the strong bonds and comradery his members have with each other.

Porlyusica turned to the master of Fairy Tail to see if he approved. "Makarov?"

The balding old man hummed in contemplation for a second before he opened his eyes, giving the Ultimate Team a firm look. "If this is the only way to save Ben, I won't stand in your way. However, just know that failure is not an option. Both Ben's and your own lives are at stake here."

"No pressure," Lucy sweat dropped nervously.

A determined expression crossed Natsu's face as he held up his clenched fists. "Don't worry gramps! We're not gonna fail! We'll save him." He proclaimed.

"For once, flame-brain is right." Gray commented. "We're not gonna sit around and let Ben die knowing that we could've saved him."

Erza curtly nodded, wearing a resolute visage.

"Very well," Makarov turned to the pink haired healer. "Porlyusica, if you could hand me that book, I'll cast the spell."

Porlyusica nodded and handed the onyx book over to the Fairy Tail master. She then turned to face the four wizards and flying cat. "I must warn you, there is only a limited amount of knowledge I possess regarding the Entrapment. It's impossible to tell what you may see in there. However, once you have entered his mind, the Entrapment will soon sense your presence and devise methods to stop you."

The group paused and looked at Porlyusica, bemused.

"What do you mean?" Lucy inquired.

"You saying that this spell is…alive?" Gray questioned.

The pink haired woman shook her head. "Not entirely, but it is semi-aware. The Entrapment is somewhat like a virus, and viruses will fight back against the body's immune system which in this case…is all of you."

The team understood what Porlyusica was saying, except for one pink haired Dragon Slayer.

"Huh?" Natsu remarked, a question mark over his head.

Gray sighed, annoyed. "Don't bother trying to explain it to _him_. It's a waste of time."

Natsu glared at his rival, flames igniting over his body. "What are you trying to say, streaker?" he growled.

An icy-blue mist cast off Gray's body as he glared back at Natsu. "What do you think, dragon breath?" He retorted.

Before things could escalate between the fire and ice wizard, Porlyusica slammed her broom into their heads, causing them to greet the floor up close. This was kind of a surprise since the job for breaking up Natsu and Gray's fights usually belonged to Erza.

"KNOCK THAT OFF! NO FIGHTING IN MY HOUSE!" She roared.

"Scary…" Lucy muttered.

"You two need to get serious." Erza growled, a tick mark throbbing on her forehead.

"Ugh…aye…" they groaned as they steadily recovered from the blow to their heads.

Makarov looked at the book, read it for a few seconds, and then turned back to the team. "For this spell to work, you all need to be close together."

The wizards nodded and awkwardly huddled together. Makarov stood up from the table and held the book with one hand and held out his other hand toward the Ultimate Team.

"One last thing," Makarov spoke in a firm tone, "should Ben take a sudden turn for the worst, I will be forced to use a counter spell to extract you all from his mind. So don't mess around in there."

"Wait, what do you mean extract us? You saying we're not gonna be able to save him?" Natsu snapped.

Makarov clenched his fist and glared at the Dragon Slayer, making him flinch back slightly. Erza was about to reprimand Natsu for snapping at the master, but stopped when she noticed the pained look on the master's face.

"I don't like it any more than you do. It's bad enough that I may lose yet another child today…" He paused and lowered his head, choking back a sob. The old man lifted his up and looked at the team sternly. "…but I'll be damned if I lose all of you as well. My position is firm. If Porlyusica tells me that Ben is about to die, I will abort the mission. Period."

Erza, though stoic on the outside, was feeling a storm of emotions brew within her. They had truly been put on the spot. Ben's life was in their hands and if they failed…the Fairy Queen clenched her armored fists. NO! No matter what, she would not allow Ben to die today. She was going to save him, no matter the cost!

Erza returned her attention to the master and nodded. "We understand, master."

Makarov nodded and closed his eyes to concentrate. A moment later, golden-colored magic power began to appear around the elderly wizard's left outstretched hand. The magical power accumulated higher and higher by the second. The Titan wizard opened his eyes, which were now lit a bright golden-white.

He chanted an unrecognizable phrase that, in fact, happened to be from an ancient language. All of a sudden, before the four wizards and cat could blink, their bodies shined with bright yellow-white light. Remarkably, their physical forms disappeared and transformed into five energy tendrils.

Natsu's was fiery orange, Gray's was white, Lucy's was gold, Happy's was blue, and Erza's was scarlet. The five multi-colored energy tendrils flew over to Ben's unconscious form and went into his head. The scene was similar to water being soaked up into a sponge. A few seconds later, the streams of magical power that were really the Ultimate Team finally disappeared into Ben's head.

Makarov closed the book and sat back down on the table. He lowered his head and closed his eyes, giving a silent prayer for his children's safety and hope for their success.

…

The Ultimate Team groaned as each of them felt a knot twist in their stomachs. Getting converted into magical energy was definitely not a pleasant experience. They opened their eyes and were met with quite a surprising sight.

They appeared to be in an endless greenish-black void filled with emerald clouds. Floating freely throughout the green nebula were tens of thousands of bright specks of light that strongly resembled stars. The ones that were closer could be identified as bright white bubbles.

In the distance was an onyx storm cloud with amethyst lightning raging within it. They noticed that the storm seemed to be growing and encroaching closer toward their position. Another odd thing the wizards noticed was that they were indeed standing on solid ground, even though said ground was invisible.

All in all, the scene itself was quite peculiar and ominous in a sense.

"So…what is this place?" Natsu voiced.

"No clue." Gray replied, looking in every direction. "Is this supposed to be Ben's mind?"

Lucy flinched when she saw a bolt of purple lightning flash from the black storm far away. "This place is creepy!" She squealed.

"Are you saying that Ben is creepy?" Happy wondered.

"Speaking of Ben, how are we going to find him out here?" asked Gray.

"I have no clue." Erza admitted.

"HEY!" Natsu shouted out into the void. "BEN! WHERE ARE YAH MAN?!"

"WE'RE HERE TO SAVE YOU!" Happy yelled, flying next to Natsu. "ARE YOU OUT HERE?!"

The team remained quiet and listened for any possible reply, but they received nothing. The only sounds that broke the tense silence were the cracking of purple lightning and the roaring thunder in the black storm clouds beyond.

"Nothing…" Gray muttered. "Guess we should've known it wasn't going to be that easy."

Lucy lowered her head in thought. "Where could he be?" She wondered.

Erza took a few steps forward and gazed out into the greenish-black void. "He has to be out here somewhere. We need to get moving. Time is running out."

"Right," Gray nodded.

As Lucy, Gray, and Happy proceeded to follow Erza, Natsu stopped and looked to his right. Floating a meter above the imperceptible ground was one of the many white bubbles that were floating throughout the void. Curiosity got the better of the Dragon Slayer as he sauntered over to the white sphere. He stood in front of it and eyed it strangely.

"Huh," Natsu scratched his head, "I wonder what this thing is supposed to be."

The pink haired wizard outstretched his right hand and proceeded to poke it. Meanwhile, with the others, Happy quickly noticed that Natsu wasn't in the group and looked back.

"Hey, what's Natsu doing?" Happy asked.

The group stopped and looked back to see their pyromaniac teammate proceeding to poke a white glowing bubble. This immediately set off alarm bells in the wizards' heads.

"Natsu!" Erza yelled as she rushed back to him, with the others following behind her. "Do not touch that!"

"Seriously!" Gray added. "We have no idea what those things are!"

"Huh?" Natsu said blankly, but not before his right index finger made contact with the bubble.

The Dragon Slayer jumped back when he felt an electric jolt enter his body. Suddenly, the white bubble began to shine brighter, causing him to take a few cautious steps back. Before Natsu could ponder this new development any further, an armored fist struck him in the head for a second time.

"IDIOT!" Erza shouted angrily. "WHAT DID I SAY?!"

"Uh…Erza…" Lucy said timidly, pointing at the luminous sphere.

The Ultimate Team stopped what they were doing as the white bubble shined brighter and brighter, forcing them to shield their eyes. All of a sudden, a bolt of green lightning fired from the orb and struck the ground a few meters before them.

When the flash died down, standing before them where the lightning struck was a six inch tall, grey-skinned humanoid with a bulbous head, green eyes, and black lines for pupils. It wore a green robe with a black line going down the center and silver gauntlets and shoulder-pads. It also had four grey growths on its face that resembled a beard, giving him a sage-like appearance.

The Fairy Tail wizards were unable to speak as they stared at the small creature with dumbfounded looks. The being looked up at the group with a stern yet somewhat annoyed expression.

"I see you all are here. Hmph,"the creature spoke in a gruff voice. It paused as it stroked its beard-like growths, "this is quite unexpected but not unprecedented."

Lucy was the first to break the team's silence by commenting, "He's so tiny!" Her eyes widened to the size of saucers.

Gray blinked. "Who is this guy?" a thoughtful look then crossed his features. "And why does he look familiar?"

"Oh, I know!" Happy exclaimed. "That's the form Ben used to defeat Natsu with that neuro grip thingy."

Natsu folded his arms over his chest and huffed indignantly. "Don't remind me."

"Oh yeah…" Gray smirked from that memory. "How could I forget?"

Erza stepped forward to the small amphibious creature. "Excuse me, but may I ask who you are?" She inquired politely.

"Indeed you may, Miss Erza Scarlet."

The group's eyes widened slightly. How did he know her name?

"H-how did you…"

"You are all friends of Ben."The being interrupted Erza. He then started pointing to each member of the group. "You are Natsu Dragneel, the hotheaded buffoon that has a tendency to destroy things."

"Hey!" Natsu shouted, offended.

"You are Gray Fullbuster, the ice wizard that has an issue with losing his clothes."He paused to sigh, exasperated. "Such as right now…"

"What are you-" Gray stopped when he noticed he was suddenly in his boxers. "CRAP!"

"You are Lucy Heartfilia, the most normal behaving person in Fairy Tail, but will occasionally experience sudden bouts of anger."

"Huh?" Lucy remarked, stunned.

"Ooh! What about me?" Happy asked eagerly, flying close to the small being.

The individual sighed before answering, "You are Happy, a flying blue cat that has a rather odd obsession for fish and for Ben's transformation, Rath."

"WHOA!" Shock plastered across Happy's face. "How did he know all that?"

'"Everyone knows that, Happy." Lucy deadpanned, a sweat drop falling down her face.

"You are all the new friends that Ben has made in his stay at Fairy Tail."The creature continued. "So, it's only natural to assume you are all here to rescue Ben from this rather odd phenomenon that's attacking his mind."

"Whoa," Lucy muttered, impressed. "Great guess."

Gray stepped forward with a serious visage. "Okay, Tiny, spill. How do you know so much about us?"

"It's my business to know. I am a manifestation of Ben's subconscious after all."

"What?!" the Ultimate Team yelled simultaneously, shocked. They certainly weren't expecting this. This little guy was supposed to be Ben's subconscious mind?

"Wait…what's a subconscious?" Natsu asked dumbly.

The little being sighed in exasperation before it explained, "A subconscious is a part of your mind that is not in focal awareness. Since the conscious mind can only contain a limited amount of information, the subconscious acts as a storehouse of one's knowledge and prior experiences."

"Huh…" Natsu stared at the manifestation blankly, confused.

"He's saying that the subconscious is basically a part of your mind where old memories are stored. Am I correct?" Erza inquired.

The small creature nodded. "Smart girl." He complimented.

"Geez Natsu," Gray groaned, "how stupid can you get?"

Natsu glared back at his rival. "Watch it, ice bastard." He seethed.

"Who's gonna make me, scaly?" Gray retorted, shooting him a cold glare.

"Boys…" Erza said venomously, a deadly purple aura casting off her body.

Natsu and Gray immediately separated and smiled brightly. "Aye, aye! We're perfectly fine!" They replied in unison.

"Hang on, if you're Ben's subconscious, then why do you look like Grey Matter then?" Happy asked.

"I have taken the form of Azmuth, the creator of the Omnitrix, and the smartest being in five galaxies."The manifestation of Ben's subconscious corrected. "As for why I look like this, I figured it would be more appropriate than taking Ben's form."

"Wait, creator of the Omnitrix?" Erza repeated.

She was intrigued by the appearance of the creator of Ben's Omnitrix. But when she thought about it, it did make sense. She remembered Ben telling her that Grey Matter's species was the smartest race back in his universe. It would make sense that the inventor of his watch would be one of them.

"Smartest being in five galaxies?" Lucy added, cocking a brow.

Natsu curiously picked up Azmuth and held him like a doll, examining him in a fascinated manner. "Yes. Galvans, the name of this form's species, are the most brilliant minds in the universe." Azmuth had enough of being held and bit Natsu's finger, causing him to let go and yelp out painfully. The manifestation jumped away from the Dragon Slayer and into Erza's armored hands. "We also have very sharp teeth."

"So what do we call you, Ben's subconscious?" Happy asked.

"Ooh, how about, Subby?" Natsu suggested.

"That's lame." Gray remarked.

Azmuth sighed in vexation. "Just call me… Azmuth. That will make things much simpler."

"Azmuth," Erza inwardly admitted it felt surreal talking to Ben's supposed subconscious; however, she shook it off and refocused. "This unknown force that is ailing Ben is called the Entrapment spell, and it is trying to kill him. We need you to take us to Ben's consciousness so that we can save him."

Azmuth sighed, dejected. "I'm afraid it's not that simple."

"Huh? What do you mean?" Gray questioned, confused. "You're Ben's subconscious. Can't you just take us to him?"

The apparition shook his head. "Normally I could, but this Entrapment spell has cut off all direct access to the conscious mind."Azmuth paused as he tapped his chin in thought. "However, there is one other alternative, but it will be dangerous."

The group leaned in and listened closely. "And that is?" Erza urged him to continue.

Azmuth looked and pointed up to the greenish-black void. "You see those bright spheres of light floating everywhere around us?"

"Yeah, what are those? I thought they were stars until Natsu touched one of them." Lucy said.

"Those are actually gateways to memories."Azmuth explained.

"Memories?" Gray echoed.

Azmuth nodded. "The only method that is available to reach Ben's consciousness is to take a certain route through Ben's memories."

"I don't see how that is dangerous." Natsu deadpanned, folding his arms over his chest.

The "creator of the Omnitrix" turned to the Dragon Slayer with an irritated look. "I'm getting to it. The Entrapment spell is most likely already becoming aware of your presence here and will soon send resistance to stop you during our trek. As for how it will, I am afraid I do not know."

"Then its best we stop wasting time talking and get a move on now." Gray recommended. "There's no telling how long Ben has, so if we're gonna save him, we gotta do it fast."

"Very true," Erza agreed stoically.

Natsu, Happy, and Lucy nodded determinedly.

Erza looked back at Azmuth with a resolute expression. "Azmuth, if you could please guide us in this journey, we will handle any opposition we may encounter. You have my word that we will not fail and we will save Ben."

A small smile crossed the manifestation's lips. Though these characters were weird in their own way, the conscious mind still had an excellent choice in friends.

"Very well," Azmuth hopped off of Erza's hands and ambled toward the white glowing sphere a few meters in front of them. The subconscious manifestation tapped the bubble's surface, which caused it to turn a bright green. "If you would please follow me,"He requested as he jumped it into the bubble and disappeared into it.

"He disappeared!" Lucy cried, surprised.

"He did say that those things were gateways to Ben's memories." Erza mentioned as she sauntered toward the bubble and stepped inside.

Natsu glanced over to Gray and smirked. "Bet I'll beat you to it!" He then broke off in a sprint toward the green orb.

"Oh no way in hell you're beating me!" Gray yelled as he ran after the pink haired pyromaniac.

The fire and ice wizard simultaneously leaped into the bubble and vanished.

Lucy sighed, exasperated. "Even in a situation as serious as this those two always find time to be competitive with one another."

"Aye!" Happy chirped, flying toward the orb. "You better hurry Lucy or else you'll get left behind."

"No! Wait for me!" The blonde mage shrieked.

Happy entered the emerald sphere with Lucy leaping into it behind him. The Ultimate Team's quest through Ben's memories had begun.

…

After being blinded by an emerald flash, the Ultimate Team blinked a couple times as they quickly regained their bearings. Traveling through that gateway made them feel a bit fuzzy, oddly. They looked around to see they were in a forest. Nighttime was encroaching as the sun began to set as a few twinkling stars shined in the sky. A cascade of red and orange had been cast across the late evening sky, but was obscured by the woods.

"Whoa…so…where are we?" Lucy asked, scanning the area.

Natsu sniffed a couple times and arched a brow. "That's odd. I can't smell anything. Not even the trees."

The group turned to the Dragon Slayer incredulously. Hearing that Natsu's nose couldn't pick up on anything was quite surprising.

"Seriously? Not anything at all?" wondered Gray.

Natsu shook his head. He walked up to a nearby tree and put his nose up against it to try and pick up any kind of scent from it, but discovered that his head went straight through the tree…as if it were intangible.

"Whoa!" Natsu waved his hand through the tree, watching it pass through it as if it weren't there. "Hey, I can't touch it."

The others saw this and tried touching the trees, only to discover that their hands phased right through the trees as well.

"Neither can I." Lucy said.

"Me too." Gray added.

"Same here." Erza voiced.

"How come we can't touch anything?" Happy asked.

"That's because it's not really there."A familiar, gruff voice answered. The team turned around to see "Azmuth" sitting cross-legged on a head high branch. How could he touch the tree? "This is simply a memory. Right now, you are like ghosts, unable to touch or manipulate anything." he paused and touched his chin. "The concept might be too hard for you to comprehend."

"Huh?" Natsu remarked, clueless.

The subconscious apparition sighed deeply. "I rest my case."

"No. We understand it perfectly. It's just Natsu who can't get it." Gray deadpanned.

"HEY!" Natsu yelled indignantly.

Erza ignored the pink haired wizard and stepped toward the subconscious manifestation. "Azmuth, if this is a memory, then where is Ben?"

Azmuth answered by pointing forward. The group of wizards looked in that direction to see a brown haired boy walking down a forest trail. He wore a white short-sleeved shirt with a black strip going down the center that stretched around his collar, a pair of dark green cargo pants, and white/black sneakers that resembled the ones they had seen Ben wear. One thing that slipped through their notice was that his left wrist was devoid of a certain powerful device.

It didn't take long for the wizards to recognize the boy. "Whoa. Is that…Ben?" Lucy said, awed.

"Looks like it." Gray commented.

"He looks like a kid." Natsu observed.

"Maybe that's because he _is_ a kid, flame-brain." Gray sweat dropped.

Erza's eyes widened slightly as she stared at the brown haired boy. Only one thing crossed through her mind for that split moment. _'So cute…' _

Realizing what she was thinking, she shook her head and snapped out of her musings; however, a little bit of pink still tinted her cheeks.

"In this memory, Ben is ten-years-old."Azmuth mentioned.

Erza looked back at the subconscious apparition with a thoughtful visage. She could recall that that age in Ben's life was significant for some reason. But why? What happened? She could not remember.

Lucy walked forward to get a better look at little Ben, who was walking along the forest trail with his hands in his pockets and a frustrated expression on his face.

"_Aw man…this is gonna be the worst vacation ever." _Ten-year-old Ben complained._ "I might as well have gone to summer school." _

"He seems upset. Does anything happen in this memory?" the blonde mage inquired, curious.

Azmuth nodded. "Indeed. This is a very important moment in Ben's life. In fact, _this_…is where it all began."

The Fairy Tail wizards looked at the manifestation with curious expressions. What was that supposed to mean? Suddenly, Erza's eyes widened slightly as a possible answer appeared in her mind. _'Could he mean that this is when…' _

Ben stopped walking and looked up. The team followed his gaze to see a streak of reddish-orange light shooting across the sky.

"_Whoa…" _Ben marveled, _"a shooting star." _

All of a sudden, to the astonishment of the Ultimate Team, the meteor pulled a ninety degree angle and was now heading straight for Ben.

"WHOA!" Happy gaped. "It changed directions!"

"How did it do that?" Lucy said, shocked.

Ben's eyes widened in shock and fear as the streak of light expanded into a fireball, coming straight for him. He let out a yelp as he turned on his heels and ran as fast as he could. The wizards were forced to shield their eyes as the meteor crashed into the ground right behind Ben, creating a bright conflagration. Chunks of earth and a dust cloud from thrown up from the force of the impact.

"What the hell?!" Gray remarked.

The Fairy Tail wizards ran out from the woods and toward the newly formed trench forged by the falling star. At the end of the smoking furrow, they could see a remarkably unharmed Ben lying on his stomach. Ben got up unscathed and walked toward the edge of the smoking crater where he looked down into it. The Ultimate Team followed his gaze and saw a large segmented sphere that was glowing red from entry into the atmosphere.

"_Looks like a satellite or something." _Ben noted.

Natsu scratched his head, a question mark appearing over him. "What's a satellite?"

"I guess they're like the Satellite Square, yah know the weapon that shot the Etherion blast at the Tower of Heaven." Gray explained.

"Oh yeah," Natsu remembered.

"I believe Ben told me his world was more technologically advanced than Earthland." Erza mentioned. "It's only right to assume his world has satellites as well."

Ben laid his hands on his knees and hunched over, trying to get a closer look into the hole. Without warning, the earth beneath him crumbled away and caused him to fall into the crater.

"_YAAAHH!" _Ben cried out as he slid into the trench.

Young Ben quickly got up and calmly looked at the silver, metallic orb. Suddenly, steam slipped out from the interlocking plates of the sphere as it split open. A beeping sound was heard as a green light emanated from the inside of the container.

Ben and the Ultimate Team peered into the sphere to see a strange, bulky watch lying in the center. A dial rested in the center, only it had no numbers or hands, but rather a green angular hourglass symbol. The wristband appeared to be comprised of a thick, blackish-grey material. It had two green buttons on both sides, and four white pipes that extended from the dial and around the rest of the watch. A faint glow shined from the dial and bathed the newly forged crater in an emerald color.

When the team spotted the hourglass symbol on the watch's faceplate, their eyes widened in realization. This memory was about Ben getting…

"_A watch?" _Ben said absentmindedly. _"What's a watch doing in outer space?" _

Ben smirked as he stretched out his left hand to pick up the device and examine it. Shockingly, the watch lunged out of the sphere, opened up, and clamped down on Ben's left wrist; much to the wizards' surprise.

"_AAHHH!" _Ben screamed, frantically shaking his arm. _"GET OFF ME! GET OFF! GET OFF!" _

The brown haired boy grunted as he tried to pull the watch off, but to no avail. In his panic, Ben lost his balance and fell on his back. He got back up and climbed out of the crater, making a mad dash into the forest.

"_Grandpa!" _He yelled.

The Fairy Tail wizards followed after the young boy down the trail.

"I knew there was something important about this age in Ben's life. This is when he found the Omnitrix." Erza mentioned.

"More like _it_ found him." Gray corrected. "Did you see how it changed course in the sky like that earlier? How did it do that?"

"Who cares? I wanna see what happens next." Natsu proclaimed eagerly.

A few minutes later, they found Ben in the middle of a small clearing with a stick in his hand; shoving it under the watch and trying to get it to come off. However, his attempts proved fruitless when the stick broke off. Ben groaned in aggravation and fell to his knees.

Ben turned his attention to the watch and unknowingly pressed a button on the side of it. He was caught off guard by an electronic beep and when the dial popped up. He looked around to see if anyone was watching, of course he couldn't see the Ultimate Team that was standing at the edge of the clearing. As young Ben turned his gaze back to the watch, the hourglass symbol shifted into a diamond shape that had a black silhouette of a humanoid on fire.

"_Cool!" _Ben commented.

The Ultimate Team watched as Ben placed his index finger on the faceplate. At that moment, Erza could see the young boy's eyes widen in wonder as he pressed down the dial. The group was forced to shield their eyes as Ben was engulfed in the familiar green light they were used to seeing.

When the light died away, standing in Ben's place was the fiery humanoid form known as Heatblast. Only one difference caught Erza's watchful eye, and that was the color of the Omnitrix on his chest: the hourglass was white instead of green.

Heatblast took one glance at himself; a horrified expression crossed his flaming face. _"AHHHHH!" _He yelled in a deep, raspy voice. Seeing his new flaming rock body increased Ben's anxiety by the second. _"I'M ON FIRE! I'M ON FIRE! AHHHHHH!" _The boy-turned-Pyronite began running around in panic.

The group of wizards watched the amusing scene with mixed looks. Natsu, meanwhile, looked on in confusion.

"Huh? I don't get it. Why's he freaking out?" Natsu wondered, clueless.

"This is the first time Ben ever transformed, Natsu." Erza answered.

"Yeah," Lucy added, "anyone would freak out if they suddenly got transformed into a flaming rock monster."

"Geez, even you should've been able to figure that one out, hothead." Gray mocked.

"What'd you say, icicle?!" Natsu yelled heatedly.

Before a fight could break out between the fire and ice wizards, the team's attention was regained by Heatblast as he ceased his running. _"Hey…" _he calmed down and looked at his fiery body, clenching his fists in relief. _"I'm on fire and…I'm okay. Check it out. I'm totally hot. Ha-ha-hah!" _He chuckled from his own pun.

A few rounds of exasperated groans came from the Ultimate Team. Erza closed her eyes and grinded her teeth together in mild frustration. _'Even when he was a kid he was still making puns?' _She inwardly sighed. _'Some things just never change, do they?' _

A roguish smile grew on the Pyronite's face as he glanced back at a tree. _"Oh yeah" _He turned to face the tree and stood in a wide stance with his arms ready at his sides. _"Uh huh." _He held out his right hand with his index finger pointing out, giving it the shape of a gun. _"Here goes…" _

He discharged a small fireball from his fingertip, which blasted through the tree trunk and left a smoking hole in it.

"_That's what I'm talking about." _Heatblast commented. He brought his hands together and formed a bowling ball-sized fireball. _"Liking it." _

Caught up in the moment of his newfound abilities, Ben threw the fireball behind him and it easily went straight through three trees. But, as a result, those trees burst into flames.

Heatblast's empty eye sockets went wide in alarm when he realized what he had done. _"Wait! Stop!" _

Naturally, the fire ignored Heatblast's pleas as it spread from tree-to-tree. He ran toward the epicenter of the newborn forest fire and started stomping his foot on the flaming ground. However, his fire-wreathed feet did nothing to stop the spread of the inferno.

"_Aw man. I'm gonna get so busted for this." _Heatblast said nervously.

"He set the forest on fire?!" Lucy shrieked, wide-eyed.

"Why did he do that?" Happy said.

"He didn't mean to. Ben was so excited in discovering his powers, he acted without thinking." Erza answered calmly.

"Huh? Kinda reminds me of what Natsu does on a daily basis." Gray noted.

The group expected a rebuke from the Dragon Slayer, but after a few seconds, received no reply. They turned to see Natsu running straight toward the center of the forest fire. An impish grin was plastered across his face as he looked around at the blaze.

"Alright dinner, come to papa!" Natsu reared back his head and tried consuming the fire, but was met with negative results. The pink haired wizard paused, confused why he couldn't eat the inferno as he usually could. "Hey! What gives?!"

"And this only proves my point further." Gray groaned, crossing his arms over his chest.

"Are you an utter buffoon?" a pompous voice demanded.

Natsu turned to see Azmuth sitting on a head-level branch on his right, looking at him with an annoyed expression.

"Were you not paying attention to what I said earlier?" the subconscious mind added.

The rest of the group walked up to the duo. "He most likely wasn't. He is Natsu." Gray voiced.

"I've always been able to eat fire. Why can't I eat this fire?" Natsu demanded.

The manifestation sighed deeply. "This is merely a memory. You cannot touch or alter anything."

"So…is that why we can't feel the heat from the fire?" Lucy wondered, taking note of the growing blaze around them and how it wasn't affecting them.

Azmuth nodded, "Yes. It works both ways. Whatever happens in these memories cannot touch any of you as well."

"Oh, I see." Happy said.

The team's attention was drawn back to the growing forest fire. A few flaming trees collapsed around Heatblast, who was stomping the fire on the ground relentlessly.

"_This would be so cool if it weren't so…not cool." _Heatblast commented.

Before anyone could comment, a little girl came into view. She wore white shoes and pants, and a light blue shirt with a dark blue cathead design on the front. She had shoulder length orange hair and green eyes that matched Ben's. She was carrying a red cylinder device that was shooting a stream of white foam, which extinguished the flames on contact.

As the orange haired girl walked around snuffing the flames, she unknowingly shot Heatblast. The Pyronite yelped in surprise and turned around to face her. The girl paused and looked up at the fire monster blankly before letting out a high-pitched scream.

"_AAAAAHHHHH!" _

Heatblast held out his hands in a placating manner. _"Look, I know I look weird. But there's no reason to be scared."_

Suddenly, the girl jumped up and slammed the butt of the fire extinguisher into Heatblast's face, which sent him careening back. He flipped in midair and landed on his stomach a few meters away.

The Fairy Tail wizards eyes widened in shock, impressed by what the girl did.

"Whoa! She sent him flying!" Happy remarked, wide-eyed.

"Who is that girl?" Gray asked. "She must be strong if she can knock Ben back like that."

"That would be Ben's cousin, Gwen." the subconscious mind answered.

"I see. Ben mentioned her when he was telling us of his past adventures." Erza recalled.

"But why'd she hit him?" Lucy wondered, still surprised over the girl's strength.

"She didn't know that was Ben at the time." Azmuth explained. "If a being made of molten rock and fire walked up to you, what would you have done?"

Natsu tapped his chin a couple times before grinning brightly. "I would ask to try some of that fire."

As Heatblast lifted himself off the ground, he was greeted by a stream of white foam. The flames were extinguished, revealing his rocky-rounded head. When he finished coughing up the foam, he looked at Gwen with annoyance as his head reignited.

Gwen stood in front of Heatblast with the hose of her fire extinguisher aimed straight at him. _"I don't know what you are, but you'll stay down there if you know what's good for you." _She threatened.

Heatblast grinned mischievously and pointed his hand toward Gwen's feet, causing a tiny flame to ignite on her shoe. Gwen squealed in surprise as she stumbled back on one leg and sprayed the white foam on her shoe.

Natsu couldn't suppress his laughter from this scene. "Ha-ha-ha! Oh wow! That was a good one, Ben." He laughed.

"Aye sir!" Happy agreed, laughing along with his buddy.

Without warning, Lucy smacked Natsu upside the head. "What's with you? He set her foot on fire!" She snapped. "That's not funny!"

"I thought it was funny." Happy chimed.

"No one asked you, yah stupid cat!" Lucy retorted.

Erza blinked. She was a bit surprised from Ben's childish actions; however, since he was only ten-years-old she knew it was to be expected. She remembered Ben telling her of how immature and cocky he used to be, and now she was witnessing it firsthand.

Once the flame on her shoe was extinguished, Gwen glared back at Heatblast and held the fire extinguisher over her head. _"I warned you." _

"_Don't even think about it, freak." _Heatblast mocked.

Gwen paused as her eyes widened in recognition. She lowered the fire extinguisher and looked at the fiery humanoid in moderate shock.

"_Ben? Is that you?" _She questioned, awed. _"What happened?" _

"_Well," _explained Heatblast,_ "when I was walking, this meteor fell from the sky and almost munched me. Except it wasn't a meteor or a satellite, but this cool watch thingy that jumped up on my wrist, and when I tried to get it off I was suddenly on fire. Only it didn't hurt as I was accidentally starting this mega forest fire." _

The Ultimate Team sweat dropped from Ben's explanation.

"He can sure explain things in a hurry." Lucy commented.

"Aye," Happy agreed.

"_Gwen!" _Suddenly, an old man with short gray hair and rotund figure ran into view. He wore brown boots, blue jeans, and a white t-shirt with a red Hawaiian button-up shirt over it. _"Are you al-" _He stopped and gawked at Heatblast. _"What in blazes?" _

"_Hey grandpa, guess who?" _Gwen remarked.

"_It's me, grandpa." _Heatblast greeted, waving his hand at him.

"_Ben?" _Grandpa Max said, surprised. _"What happened to you?" _

"_Well, when I was walking this meteor-" _

The boy-turned-Pyronite was interrupted by a nervous Gwen. _"Um, excuse me, major forest fire burning out of control. Remember?"_

"_What do we do?" _Ben asked, turning to the growing inferno eating away at the forest.

Max glanced at the forest fire with a thoughtful expression. He then looked back at Ben, and answered, _"Backfire. Start a new fire and let it burn into the old fire. They should snuff each other out. Think you can do it, Ben?" _

"_Shooting flames, I can definitely do." _Heatblast replied, smirking.

"I can shoot flames way better." Natsu grumbled.

"Sure you can." Gray retorted dryly.

The Ultimate Team followed Ben as he sprinted into the blaze. They were still a bit surprised by how they could easily walk through fire without getting burned, except for Natsu who was immune to being burned.

They stopped and watched as Heatblast stood at the edge of a section of unburnt woods. He held out his left arms and fired a stream of flames at the trees, creating a second forest fire. Heatblast smiled as the two fires burned into each other, and grew smaller and smaller from the decreasing oxygen in the air.

Without warning, the Ultimate Team was caught off guard as their surroundings became distorted and started to fade away into darkness.

"Whoa. What's happening?" Gray asked out loud.

"This memory is over." the subconscious manifestation answered, who was standing right behind the group.

Gray, Lucy, and Happy jumped in surprise from Azmuth's sudden appearance.

"It's time to move on." The subconscious continued impassively.

"To another memory?" Erza inquired.

"Another step closer to finding the conscious mind and saving your friend," the subconscious replied.

"I have a question. Why do you refer to Ben as another person? You're his subconscious so aren't you technically a part of him?" Lucy questioned.

"Yeah, that does seem kinda weird." Happy added.

Azmuth sighed deeply. "Calling myself Ben would only make things more confusing for you people. That is why I took this form instead of Ben's and I refer to him as another person."

"I guess I can understand that." Lucy replied.

"Huh?" Natsu uttered, a question mark appearing over his head.

"Forget it, Natsu." Gray groaned. "You wouldn't wanna strain that tiny brain of yours."

"What'd you say, ice stripper!" Natsu snarled, a fiery aura engulfing his form.

An icy blue mist cast off of Gray as he glared back at the Dragon Slayer. "You heard me, pinky. Just stay quiet and let us handle the thinking because you're obviously not good at it!"

"ENOUGH!" Erza commanded, pushing the duo apart.

"Aye!" Natsu and Gray squealed fearfully.

All of a sudden, a bolt of lavender-colored lightning flashed above the group. It was followed by the low rumble of thunder, making everyone pause. They looked up to see black storm clouds growing over them, with mauve lightning flashing through the clouds.

"What the heck is that?" Natsu asked, confused.

Azmuth's eyes widened. "It's here." He turned back to the wizards with a slightly apprehensive expression. "I suggest you all save your strength. You're going to need it."

"Why? What's happening?" Lucy inquired uneasily.

Suddenly, the darkness began to lift as the scene around the group contorted and took shape. Within a flash, the Ultimate Team was now standing in a street in the middle of a small, desert town. The town was old, to say the least. The wood that made up the few buildings was rotten and sunbaked, and the water tower that towered over the town was on its last legs. Beyond the town was a vast rocky desert landscape.

The team glanced around, confused of their surroundings.

"Where are we?" asked Natsu.

"Dunno," Gray replied.

Lucy glanced around until her eyes spotted an engraved sign hanging above the entrance to a building.

_Slaterville Saloon _

"Slaterville?" Lucy read.

"Never heard of it," Happy commented.

"It's in Ben's world…of course you've never heard of it." Gray deadpanned.

"Yo, little subconscious guy, what is this place?" Natsu inquired; however, the Dragon Slayer was met with silence.

He looked around to see that Ben's subconscious manifestation or "Azmuth" was nowhere in sight.

"Huh? Where'd he go?" Happy questioned.

"He was just here." Lucy added.

Natsu sniffed around, and then huffed in frustration. "Dang! I can't smell anything around here."

"Well, this is just a memory. So it would make sense that you can't smell anything, right?" Gray said unsure.

Thunder snapped the group out of their musings. They looked up to see the dark clouds from before swirling above them, lavender lightning striking randomly. Wind began to blow through the area, throwing up dust and dirt into the air.

Erza asked the question that was on everyone's mind. "What is that?"

Without warning, a couple bolts of purple lightning rained down from the black clouds and struck the ground about twenty yards away from the team, followed by a blinding light. The wizards were forced to shield their eyes from the spectacle.

When the light faded, standing before the group were two strange individuals. One was a humanoid wearing purple armor with black shoulder pads, chest plate, and helmet. On its black face plate were four purple lines that represented its eyes and mouth. On its waist was a black belt with purple pouches.

The second figure was the strangest. It was a fiddler crab-like being covered in golden brown-colored armor, a sideways mouth, four scythe-like legs, and a large, powerful pincer for a left hand. It had orange lines running down its body and its eyes were a bright purple.

The Ultimate Team blinked and stared down at the two armored beings peculiarly, which were looking at them with seemingly emotionless expressions. Thunder rumbled in the background as the storm clouds swirled overhead. However, it was hard to tell since one's face was covered by a mask and the other's was made of metal.

Finally, the moment of silence was broken by Gray. "Whoa…what are they?"

Natsu and Happy both blinked and then ran over toward the two metal beings for a closer look. The former stood in front of the golden crab-like figure while the latter flew in front of the purple armored humanoid. Natsu saw his reflection on the robot crab's armor and grinned impishly. He and Happy then began making faces at the two creatures, followed by shooting raspberries at them.

The other wizards looked at the duo, dumbfounded by their antics.

"What's the matter with you two!?" Lucy yelled indignantly.

"C'mon Lucy, it's not like these guys can do anything." Natsu replied, tapping the crab's chest-plate.

Happy flew above the purple armor clad humanoid and landed on top of its head. "Yeah, they're not real." He added, smiling.

Lucy paused and shot wide open from a realization. "Wait…if they're not real, then how are you touching them?"

Natsu stopped and blinked, taking Lucy's words into stride. He turned around to see the metal crab's purple eyes bearing down on him. Suddenly, within the blink of an eye, the crab stretched out its large pincer and grabbed him by the face. Natsu groaned in pain as the pincer squeezed his face tight.

The others eyes widened, stunned by this sudden turn of events.

"_**You're as arrogant as you are dimwitted." **_The crab stated in an annoyed tone.

The golden crab reared back and tossed the Dragon Slayer through a wooden building with a loud crash.

"NATSU!" Happy shouted, flying off of the humanoid's head.

All of a sudden, two little gray-skinned arms poked up from the being's shoulders and each was armed with two blasters.

"_**Hsiloof tac!" **_It uttered in an incomprehensible language.

The blue cat laughed nervously, and then flew away screaming. The amethyst-colored anthropoid fired a few rounds of red energy blasts. Happy dodged the attacks but felt an energy ray graze his tail, leaving a scorch mark.

"OWWY!" Happy cried.

When he hid behind Lucy, the armor clad being ceased firing. Erza, Gray, and Lucy gaped at the two metal individuals, dumbstruck.

"What?! But…how they'd touch them?" Gray asked, flabbergasted.

"I thought nothing here could hurt us." Lucy added fearfully.

"_**That's right. Nothing in this person's mind can harm you…except for us." **_The golden crab mocked.

Erza narrowed her eyes at the duo, gritting her teeth in anger. "You two are manifestations of the Entrapment spell." She stated, rather than asked.

Gray, Lucy, and Happy turned to the redhead with curious expressions.

"Manifestations?" Gray repeated.

"You mean like how Azmuth is a depiction of Ben's subconscious?" Lucy inquired.

Erza nodded. "Porlyusica and Azmuth both warned us that the Entrapment would try to stop us."

"_**Ha! I'll have to hand it to yah…you're quite clever…for prey that is." **_The metal crab taunted. _**"When we sensed you popping up into this mind out of the blue, we knew that you were here to stop us; however, you'll be greatly disappointed." **_

"Oh yeah," Gray took off his shirt and threw it away, taking up a fighting stance. "How do yah figure, crabby?"

"_**tnedifnoc elttil stnur, t'nera yeht?" **_The amethyst figure said.

"_**Yeah," **_the golden crab replied, _**"but they're about to learn who the **_**real**_** hunters are." **_

Natsu stepped out from the hole in the building he crashed through, suffering only a few minor scrapes. He turned his gaze to the two metal figures and glared venomously at them. "You just made a big mistake, crab legs! You have no idea who you're messing with!" the Dragon Slayer yelled.

"_**I was just about to say the same thing." **_The crab countered, narrowing its purple, malevolent optics at Natsu.

"If Ben's subconscious is representing the creator of his watch, then who are these guys supposed to be?" Lucy pondered.

"_**Ha-ha-hah. Glad you asked, blonde. You see, we've been doing more than merely traumatizing this poor bastard. We've been delving through his memories and discovered that this Ben Tennyson has faced a lot of enemies over the years. I've taken the form of Kraab," **_Kraab then motioned to his companion, _**"and this is Sixsix." **_

"Ben's enemies?" the blonde wizard repeated.

"I see." Erza understood. "It's starting to make sense now. The Entrapment embodiments are taking the forms of the enemies that Ben has faced throughout his life to fight us."

Natsu ignited his right fist with flames. "So what?! We're Fairy Tail wizards! We're not gonna let a couple of tin cans stand in our way. Right guys?"

"Aye!" Happy agreed.

Erza, Lucy, and Gray nodded in agreement.

"You two metal punks are going down." Gray proclaimed steely, an icy mist casting off his body.

If Kraab and SixSix had facial expressions, they both would be sneering. _**"What lovely trophies for this hunt. Eh, Sixsix?" **_Kraab jeered.

"_**Deerga." **_Sixsix replied.

"Re-quip!" Erza's body was shrouded in golden-white light. When it died away, she was now adorned in her Heavens Wheel Armor and wielding two swords. "Gray, you and I will handle Sixsix. Natsu, Lucy…"

"We got crab face!" Natsu interrupted. "Got it!"

Gray and Erza broke off to face Sixsix while Natsu, Lucy, and Happy stayed behind to face Kraab. The Dragon Slayer grinned roguishly as he lit both of his fists on fire.

"Man, dude, you put the 'ug' in ugly." Natsu remarked.

"_**Surrender now and I won't hurt you…much…before your death." **_Kraab threatened, snapping his pincers for emphasis.

"Not a chance!" barked Natsu. "Besides, I'm hungry and I could go for some seafood right about now."

"Leave some for me, Natsu!" Happy called out enthusiastically.

"He's made of metal!" Lucy screeched indignantly. "You can't eat him!"

Apparently, the pink haired wizard ignored Lucy as he shot fire from the soles of his feet, which propelled him toward Kraab. "I'm gonna burn you to a crisp, crabby!" He cocked back his flaming fist. **"Fire Dragon Iron…" **

All of a sudden, Kraab's legs began to spin very fast, and like a drill, he burrowed into the ground right before Natsu's fist could hit him. Natsu's eyes widened as he passed over where the golden crab once stood. Without warning, Kraab popped up from the ground behind the Dragon Slayer and grabbed him with his left pincer.

He turned around and slammed Natsu into the desert floor hard, causing cracks to form. The pink haired wizard coughed up a bit of spit from the impact. Still keeping his grip on Natsu, Kraab spun his upper body in place and spun Natsu around like a merry-go-round. The flame wizard's motion sickness was immediately activated as his face turned green and his vision became blurry.

"Oh no!" Happy cried. "He figured out Natsu's weakness!"

Kraab released Natsu and sent him crashing into the ground right in front of Lucy and Happy. The former kneeled by his side and helped him sit up.

"Natsu!" Lucy yelled worriedly.

"_**What a pathetic excuse for prey." **_Kraab scorned.

He held out his left pincer and fired a golden beam at the trio. Lucy and Happy screamed as the former picked up a sick Natsu and lunged to the side to avoid the beam, which struck the ground and sent up dirt and rock.

Meanwhile, Erza and Gray were in a standoff with Sixsix. The tension between them was so palpable it could be cut with a knife.

"_**Ym stnenoppo era a dekan-flah epa dna a lrig ni a ycnaf sserd? Citehtap!" **_Sixsix articulated in his native tongue.

"I have no idea what you just said." Gray admitted. "But coming from you, ugly," he got in a stance and placed his right fist in his open left palm, "I won't take it as a compliment."

Suddenly, within a second, Sixsix activated his jetpack and launched himself into the air. He drew out his twin blasters and extended his laser tentacles from his back. A bombardment of red energy beams were fired at the ice mage and re-quip knight.

"**Ice-Make: Shield!" **Gray yelled, summoning a large fan-shaped, crystalline barrier of ice in front of him.

Most of the rays were reflected, but a few broke through; however, Gray was quick to jump back before they hit him. Erza, on the other hand, hovered in the air and amazingly deflected the energy blasts with her twin swords. Not even a single blast grazed her. Though Erza was skillfully repelling the energy blasts, Gray went on the offensive to take the heat off of her.

"**Ice-Make: Lance!" **an bluish-white magic circle appeared in front of Gray, and a barrage of icy lances shot out at the bounty hunter.

Sixsix veered his laser tentacles and blasters away from Erza and shot the incoming lances. When the attack stopped, the bounty hunter extended his left arm and a rocket launcher popped up. Four missiles emerged and sped toward Gray. The ice mage quickly summoned another shield; however, the missiles shattered the ice on impact and sent Gray flying back.

He yelled out in pain as he careened back a few meters with a few scrapes and burns. _'Damn…' _Gray hissed inwardly. _'Those explosives are powerful…' _

Erza snarled at the bounty hunter for hurting her teammate, and retaliated. The redheaded knight summoned a dozen magical swords. "Dance, my blades!" She commanded, which made the blades rotate around her rapidly. **"Heavens Wheel: Circle Sword!" **

The swords took a disc formation and were launched straight toward Sixsix. The manifestation turned to the incoming swords and threw a couple of red-colored energy discs. As a result, the blades shattered and the tiny fragments bounced off his armor.

Erza's eyes widened briefly before they narrowed. _'His weapons are more powerful than I anticipated. I'll need to take this more seriously.' _She realized.

Lucy screamed as she narrowly avoided an energy beam directed at her. Happy came down and grabbed her by the back of her shirt and flew her away from the cybernetically-enhanced Piscciss Premann.

"Thanks, Happy." smiled Lucy.

"Lucy," Happy groaned, feeling his arms shake. "I can't hold onto you for much longer. You're too heavy…"

"SHUT IT, YAH STUPID CAT!" the blonde yelled, a vein throbbing on her forehead.

"_**Yes. I love it when my prey tries to run." **_Kraab commented as he aimed his giant pincer at the flying cat and Celestial wizard, ready to shoot them down.

"Leave them alone!" Kraab turned to see Natsu charging straight at him with rage-filled eyes. "Your fight's with me, crabby!"

"_**Didn't I already dispose of you? I'll be sure to put you down for good this time." **_Kraab said sinisterly.

The bounty hunter blasted a gold ray at Natsu, which the latter leaped over at the last second. **"Fire Dragon Wing Attack!" **Golden flames ignited around Natsu's arms and took the shape of a pair of dragon wings, which struck the ground where Kraab was standing.

Natsu landed and looked up to see if he hit his target. When the smoke cleared, he saw a gaping hole in the ground. Suddenly, Kraab burst from the ground behind Natsu and smacked him away across the street.

Natsu rolled on the ground a few times before he came to a stop. He quickly returned to his feet and glared back at the golden crab-robot, snarling. "Okay, that's it!" He reared his head back and inhaled deeply, his cheeks puffed out more than a normal human's should. **"Fire Dragon Roar!" **

A torrent of fire ripped out of Natsu's mouth; however, Kraab's legs spun rapidly as he dug into the earth before the flames could hit him.

"Dammit! Why don't yah just stay still!?" Natsu yelled.

All of a sudden, Kraab broke through the ground right under the Dragon Slayer's feet and had his upper body trapped in his pincer.

"_**And what? I'm just supposed to take your attacks?" **_retorted Kraab. _**"I may be a manifestation, but I'm not stupid!" **_

Kraab reared back his right arm and punched Natsu straight in the face, sending him careening back to Lucy and Happy.

"Natsu!" Lucy ran to Natsu's side while Happy flew over him. "You okay?"

"Fine…" he grunted.

He narrowed his gaze at Kraab, who was sauntering toward them. _**"Easy prey," **_He remarked.

"Wait…this guy can dig into the ground. Doesn't one of your spirits have digging powers too, Lucy?" Happy inquired.

The blonde wizard eyes widened as she smiled brightly. "Oh yeah, you're right!"

Lucy pulled a key off her key ring and held in front of her. **"Open, Gate of the Maiden: Virgo!" **

With the sound of a bell, a curvaceous pink haired maid with shackles on her wrists emerged from the ground. Virgo bowed respectively at her master.

"You summoned me, princess?" Virgo asked politely. "Do you wish to punish me?"

"_**Another one?" **_Kraab said, confused. _**"Well, the more the bloodier." **_

"No! Virgo, I need you to take down crab-cake over there!" Lucy ordered, pointing at Kraab.

"As you wish," replied Virgo, her eyes glowing red.

Without warning, Virgo disappeared into the earth and just before Kraab could take aim at the Fairy Tail wizards, the pink haired maiden erupted from beneath him and sent him flying into the air.

"_**WHAT?!" **_Kraab shouted, genuinely shocked.

Virgo reared back her chains and whipped them in an X-shape formation across the robotic crab's chest, sending him crashing back to the ground. Natsu grinned as he rushed in, summoning flames around his hands, and leapt at Kraab who was steadily recovering.

"**Fire Dragon Iron Fist!" **The Entrapment embodiment was too slow to react as he received a flaming right hook to the face. Kraab went careening back with a scorch mark on his armor. "Let the _real_ hunt begin!" Natsu quipped.

Gray, meanwhile, dived to his right to avoid a few rounds of laser fire directed at him. He got in a stance and summoned an icy mist over his hands. **"Ice-Make: Arrows!" **a crossbow of ice appeared in his arms. Gray held it up and fired a barrage of icy arrows at his opponent.

Sixsix swiftly deployed a crimson energy whip and slashed at the frozen projectiles. But doing so left the manifestation open for an attack by the Fairy Queen herself. Erza soared by the bounty hunter and slashed an X-shaped pattern on his chest.

As she flew away, she yelled, **"Heavens Wheel: Scattered Petals!" **

A bombardment of silver-whitish glowing swords rained down on a surprised Sixsix, and sent him smashing into the ground. While he was down, Gray ran toward his adversary and jumped toward him.

"**Ice-Make: Hammer!" **A giant ice hammer appeared in his hands, which he reared back over his head and prepared to bring down on Sixsix.

The genetically mutated Sotoraggian activated his jetpack and thrust forward just before Gray's hammer could pulverize him. Sixsix flew back into the air and turned to his opponents, but only saw Gray.

"_**Erehw si eht deahder?" **_Sixsix uttered, glancing around to locate Titania.

"Hey, eyes on me, tin can!" Gray shouted. "I'm your opponent!"

"**Ice-Make: Lance!" **a salvo of lances shot out from Gray's magic seal.

The purpled armored alien skillfully flew around the attacks and destroyed the rest with a deployed energy-made blade. He disengaged the sword and took out his twin blasters and extended his tentacles, firing an onslaught of energy blasts at the raven haired teen.

Seeing the incoming attack, Gray acted quickly. **"Ice-Make: Block!" **A large block of ice appeared from the mist in front of the ice mage.

The glacial block held strong for a brief moment; unfortunately, the powerful energy weapons broke through. Gray cried out as he went tumbling back, rolling across sand and rock. The ice-make wizard shut his eyes and clenched his teeth. He had to admit that those blasts stung like hell; nevertheless, he had taken worse. Before Gray could get up, a shadow loomed over him. He looked up to see Sixsix hovering over him with his left blaster aimed straight at his head.

"_**Eybdoog, namwons!" **_Sixsix mocked; his weapon priming up.

However, much to the bounty hunter's confusion, a small smirk grew on Gray's lips. Then, out of nowhere, Erza appeared behind Sixsix, now clad in her Flight Armor and equipped with two blades.

"You left your backside open. Not smart." Erza commented.

Titania slashed her swords into Sixsix's jetpack, thus tearing apart wiring and mechanisms. As a result, Sixsix blasted forward and was propelled into the sky uncontrollably, a trail of smoke in his wake. The bounty hunter had fallen right into Erza and Gray's trap.

While the latter kept Sixsix distracted, the former snuck up behind him and delivered a crushing blow. Sixsix then began to boomerang back to the scarlet haired knight and onyx haired wizard.

"I got this." Gray stated confidently. He placed his hands together, and a magic circle appeared under his feet; when he separated his hands, a large bazooka appeared in them, which he then aimed at Sixsix. **"Ice Cannon!" **

The cannon discharged a powerful icy blast straight into Sixsix's torso, and sent the bounty hunter reeling back. The manifestation smashed through the wooden leg of an old water tower and smacked into the ground on the other side.

Kraab snarled as he continued firing at Virgo, but the maiden effortlessly eluded the attacks by sidestepping them or digging underground. She crouched low and leapt into the air, and then wrapped the ends of her chains around Kraab's pincer and arm. Amazingly, Virgo pulled back and lifted Kraab into the air.

Natsu jumped up and wreathed his legs in fire. **"Fire Dragon Talon!" **He sent a powerful flaming kick into Kraab's midsection, which sent him smashing back into the ground, creating a shallow crater.

The manifestation's armor was scorched, dented, and torn apart in areas with sparks flying out of the damaged parts. Kraab slowly returned to his feet and glanced at Natsu and Virgo, who just landed right in front of him.

"_**You…have…forgotten your place. You are prey and I…am…the hunter." **_Kraab articulated weakly.

"The only prey here is you, crabby" Natsu retorted. "I told yah I was hungry, and I could go for some charred crab legs right now."

"That does sound delicious." Virgo admitted, smiling.

"Aye!" chimed Happy.

"Don't encourage him!" Lucy yelled indignantly.

"_**Even if you defeat me, there's still no escape for you. You and the friend you're trying to save are as good as dead." **_Kraab proclaimed, bringing up his pincer to shoot the pink haired duo.

Virgo acted quickly and swiped her chains at Kraab's pincer, causing him to shoot to the side. The maiden then kneeled down and placed her hands on the ground, bright yellow light shining momentarily.

"**Spica Lock!" **Virgo chanted.

Suddenly, many boulders erupted from the earth and encased Kraab within a rocky sphere, with lightning shooting out from the cracks. When Virgo released her hold, the rocks and Kraab fell back to the ground; however, a certain fire wizard was not done.

Natsu blasted flames from the heels of his feet and launched himself at Kraab like a rocket. **"Fire Dragon Sword Horn!" **He rammed directly into Kraab's abdomen section with a lot of force.

The manifestation was sent careening back and crashed through another leg of the water tower that Sixsix had collided into previously. With a loud smack, the robot crab smashed into the ground right to the left of an unconscious Sixsix. The two remaining legs of the water tower creaked and finally splintered away. The structure leaned toward the bounty hunter duo and collapsed on them with a great splash.

The Ultimate Team met up in the center of the street after ending their respective fights. Gray found his shirt and put it back on as Erza re-quipped into her Heart Kreuz Armor.

"That went well." Gray commented.

Erza nodded in agreement. "Yes. Thankfully our opponents were not that strong."

'_I fear that may not be the case next time.' _Erza dreaded.

"Thanks for the help, Burger." Natsu grinned.

"My name is Virgo, and you are welcome." The Zodiac Spirit replied.

"Thanks, Virgo. You were awesome out there!" Lucy expressed, smiling.

"Would you like to punish me, princess?" Virgo asked.

Lucy sweat dropped. "Uh…no…I'll just send you back." She waved her key and closed the gate, sending Virgo back to the Spirit World.

"Hey! Look!" Happy pointed in the direction where Kraab and Sixsix had landed. The wizards looked and were quite befuddled to see that the two manifestations were nowhere in sight. "They're gone!"

"What? But…where they'd go?" Lucy wondered fearfully.

"They have been defeated and are of no concern anymore." A voice spoke out.

Lucy and Happy cried out from the sudden voice. The Ultimate Team turned around to see Ben's subconscious manifestation, Azmuth, standing a few feet from them.

Natsu stepped forward and glared at the Galvan. "Hey! Why'd you ditch us back there?" He demanded.

"And why didn't you tell us we would be fighting forms of Ben's enemies?" Gray added.

Azmuth remained impassive, and explained, "In order, I would've been no help in the actual fighting, so my presence earlier was unneeded. And I warned you that the Entrapment spell would try to stop you. Apparently taking the form of Ben's enemies is their strategy in that regard."

"Well," Lucy started, "we beat them. So, we won, right?"

Azmuth shook his head, and clarified, "No. This is only the beginning. Kraab and Sixsix, the two that you just fought, are some of the first villains that Ben defeated when he was ten."

The group's eyes had widened in shock from this realization. "Wait! He beat those guys when he was only ten?!" Gray demanded, making sure he heard right.

The subconscious nodded. "Indeed," he paused to touch his chin, "though he did have to get his butt kicked a couple times before he managed to use his Grey Matter form to defeat them."

"He beat those guys with Grey Matter!?" Lucy repeated, shocked.

This shocked and impressed the team of wizards. Though Kraab and Sixsix were certainly not the strongest opponents they had faced, they were no pushovers. And the fact that a little brainy being like Grey Matter defeated them made their victory less impressive.

Erza shook her head from her musings, a determined expression cast over her face. "None of that matters now. All that matters is saving Ben." She stated.

The rest of the group turned to Erza with determination and nodded in response.

"I couldn't agree more. But we must hurry. Time is running out." Azmuth replied ominously. He could feel the negative energy of the storm in the sky growing stronger by the minute. It was only a matter of time before the Entrapment made its final move, and then that would be the end.

The subconscious mind summoned a white sphere in front of the group. Without wasting a moment, the Ultimate Team sprinted into the bubble and into another memory from the life of their shape-shifting comrade.

…

A groan escaped from the depths of his throat as his eyes began to weakly flutter open. All he could see was a blur, a mix of black and gray. He could feel his entire body throbbing in soreness. As he awakened, he could tell that he was lying on his back on a flat surface. When his vision refocused, he could see dark storm clouds accumulating above him, with purple lightning flashing through it.

Ben Tennyson groaned as he weakly sat up, clutching his aching forehead. He stood up and looked around, confused upon seeing nothing but darkness. The only light source his eyes could pick up was the amethyst flashes of lightning from the clouds above.

'_Where am I? How did I get here?' _Ben wondered.

The last thing Ben remembered was walking into the new Guild Hall with his team and the all-out brawl. After that, everything was a blank. What had happened?

The roar of thunder snapped Ben from his thoughts as he turned to the sky. The clouds started to spin in front of him as if a tornado was about to form. Suddenly, as if Zeus himself had thrown it, a purple lightning bolt came down from the center of the vortex. It struck the nonexistent ground a few meters in front of Ben, forcing him to shield his eyes.

When the flash died down, the brunette lowered his arms and gazed at the spot where the lightning had struck. A moment passed before the teen's eyes were able to distinguish a figure in the darkness. It had a humanoid shape and appeared to be around his height. Ben could tell that whoever or whatever it could be was wearing a coat and its hands were tucked away in its pockets.

The figure turned and stepped out of the perpetual darkness, his footsteps echoing ominously. When the individual stepped into the faint light, Ben's eyes jolted open from shock and incredulity.

"No…it can't be…" Ben muttered. He could feel his heart-rate steadily increasing.

The figure smirked and chuckled darkly, amused by Ben's alarmed expression. _**"Surprised to see me…Ben?" **_the unknown individual spoke in a charming, though sinister male voice.

"This can't be…you're…you're…" the emerald eyed teen stuttered, unable to form a coherent sentence.

"_**Anything is possible in here, Ben." **_The figure claimed; his wicked smirk growing. _**"Did you really think you'd get away unpunished after what you did?" **_

Ben gritted his teeth and narrowed his eyes resentfully at the figure. "Don't act like you didn't have it coming." He snarled.

The dark character snickered sinisterly. _**"Oh, I don't mean what you did to me. I'm talking about that poor girl." **_

Ben cocked a brow in confusion; however, his eyes sharply widened when he realized what the opaque figure was implying. "No…" he whispered, "how do you…"

"_**I know many things about you, Ben Tennyson." **_the figured sneered.

The jacket-wearing teen lowered his head and clenched his fists, his body starting to tremble. "What do you want?"

The figure grinned maliciously as he waved his hand in front of Ben. All of a sudden, four glowing purple chains shot out from the darkness and clamped onto Ben's wrists and ankles. Ben suppressed a cry as the chains crossed his arms behind his back rather painfully and forced him to his knees.

The shady individual calmly sauntered to the chained up teen hero, an ominous aura casting off of him. He kneeled down to Ben and leaned toward his left ear. _**"I'm here to set you free from all that pinned up guilt and inner turmoil…forever." **_The figure whispered menacingly. _**"But first, let's take a trip down memory lane. Shall we?" **_

Then, the chained up Ben Tennyson and the cloaked figured disappeared in a purple flash.

…

**A/N: Alright, here we are! The start of my first original arc in this story! I hope you all enjoyed it. **

**Before I sign off, I'd like to give credit where credit is due. First, I would like to thank **_**plantkingman1**_** for suggesting the concept of this exclusive arc to me months ago and I would love to extend a thank you to **_**TallGuy94**_** who helped me develop the plot mechanics. **

**For anyone who's wondering, I plan to have this arc be four to five chapters in length. However, plans can always change so I guess we'll see what happens. The Ultimate Team will witness quite a bit of Ben's memories and fight a considerable amount of villains. It's really hard to estimate how many chapters the arc will be. **

**Also, there is a picture of Ultimate Water Hazard! If you want to see him, there is a link on my profile page. Check him out! **

**Okay, I just wanted to say, I am very disappointed with how Omniverse ended. It was rushed and I feel like it could've gone better if they had spread it out over three or four episodes, instead of cramming it all into two. Yeah, I wasn't that big of a fan of Omniverse to begin with, but the way it ended was unimpressive and could've gone a lot better. I'm gonna stop right now cause I can write over three pages worth of reasons why I wasn't too thrilled over the show. I just hope that a potential fifth series in the future (which I hope Cartoon Network and Man of Action do) will have a more serious tone to it. **

************ATTENTION! ATTENTION! READ THIS! READ THIS! *****************

**Over the past week, I've been receiving a lot of spam from guest reviewers demanding that I bring in Skurd, Rook, the alternate Bens, Luchador Rath, an Exceed partner for Ben, and one suggested a Rook-like Exceed for Ben. Some reviewers have also suggested that I skip the Fighting Fest arc entirely because Laxus would be no challenge to Ben. **

***SMH and takes deep breath* **

**Okay, first of all, there will be NO Skurd in this story! Period! End of discussion! YAH HERE THAT?! ****NO SKURD****!**

**Granted, I will be giving Ben a Slimebiote transformation much later down the line. I just feel like bringing Skurd in would complicate the story too much, make Ben too OP, and plus it would make romance between Ben and Erza nearly impossible since the former would be having a little snot blob hanging from his watch. **

**Now that's not to say I don't like Skurd. I do! I think his mannerisms and his abilities are quite awesome. But brining him into Ultimate Fairy would just complicate things too much. **

**Onto the next topic: Luchador Rath. *Smh* Okay, that was just plain stupid. Omniverse totally messed up Rath by doing that. Giving him that ridiculous outfit and having him speak Spanish? That totally pissed me off. You can't do that to Rath; otherwise he's not Rath anymore. By now, you can already guess that I won't be doing Luchador Rath since that is a completely dumb idea. **

**The third issue: Alternate Bens. I hate to give away spoilers, but I do have a special original arc planned for the future that involves the alternate Bens. I won't be saying anymore though. **

**The fourth issue: Exceed partner & Rook-like Exceed. NO! That's not happening and for two good reasons. One, Ben doesn't need an Exceed partner. He already has transformations that can fly, and plus he's not a Dragon Slayer. Two, **_**Stone-Man85**_** has already done that in his Ben 10/Fairy Tail crossover. **

**Now, the final issue: skipping the Fighting Fest arc. NO! NO! NO! NO! NO! NO! Are you insane!? How can you even suggest that?! That arc is too important to skip! Also, for you dunderheads, who say that Laxus is no challenge to Ben because he has defeated many people stronger than him, think again! Laxus is certainly a good challenge for Ben. **

**First of all, Ben didn't defeat the Highbreed; he cured them and they changed their ways. Granted, he did defeat Vilgax on multiple occasions, but nearly all of those battles were very close. Ben did not defeat Ultimate Aggregor; in fact, he got his ass kicked multiple times by him, and it came down to Kevin absorbing the powers of his Ultimatrix to defeat him. Ben did not defeat Diagon the Destroyer, he got pummeled and Diagon wiped the floor with Ultimate Way Big! Vilgax was the one who defeated Diagon by absorbing him into that machine. And the only way Ben was able to take down Vilgax-Diagon was by using Ascalon. Without it (unless he transformed into Alien X) he would've been defeated. **

**So, after saying all this, to those who say Laxus is no challenge to Ben, you're wrong. I believe he is certainly a worthy opponent for him. Plus, the Fantasia Parade and Laxus changing his ways are just too important to skip over. **

***Lets out a long exhale* **

**Okay, I've vented my frustrations. Again, I'm sorry for the long wait but I hope it was worth it. **

**Next chapter: Entrapment, Part II: **_**The Descent **_**– The Ultimate Team continues their trek through Ben's memories and fights a couple more of his past villains, each battle growing more difficult. Ben's willpower begins to fade as he is forced to relive his worst nightmare. Will the Fairy Tail wizards succeed? **

**Thank you for your support. Please leave any comments or critique in the review box. Remember, flames will be inhaled by Natsu and shot back at you as a Fire Dragon Roar. **


	25. Entrapment, Pt 2: The Archenemy

**A/N: Okay, I just wanted to say I really appreciate the awesome support I'm getting for this story. You fine readers rock! **

**One more thing before I get to the part you are all waiting for, I recently got a review from someone claiming that Ben and Erza shouldn't be together during the Oracion Seis arc because Jellal returning would complicate things for them. That review has been deleted of course. However, I just wanted to clear this out for that person and any other readers who share the same concern. By that time, Ben and Erza will indeed be a couple. No, Jellal coming back will NOT complicate things for them. The feelings that Erza harbored for Jellal will NOT be reignited like they were in the canon. Yes, she will be sad that her old friend is arrested, but she won't be devastated about losing a loved one. *rolls eyes* I honestly don't like the Jerza pairing anyway. **

**Anyways, enough of my babbling and on with the show! **

…

**Ultimate Fairy**

**Chapter 25: Entrapment, Part II **

_**The Archenemy **_

…

_**Last time on "Ultimate Fairy"… **_

_"He beat those guys with Grey Matter!?" Lucy repeated, shocked._

_This shocked and impressed the team of wizards. Though Kraab and Sixsix were certainly not the strongest opponents they had faced, they were no pushovers. And the fact that a little brainy being like Grey Matter defeated them made their victory less impressive._

_Erza shook her head from her musings, a determined expression cast over her face. "None of that matters now. All that matters is saving Ben." She stated._

_The rest of the group turned to Erza with determination and nodded in response._

_"I couldn't agree more. But we must hurry. Time is running out." Azmuth replied ominously. He could feel the negative energy of the storm in the sky growing stronger by the minute. It was only a matter of time before the Entrapment made its final move, and then that would be the end._

_The subconscious mind summoned a white sphere in front of the group. Without wasting a moment, the Ultimate Team sprinted into the bubble and into another memory from the life of their shape-shifting comrade._

…

After defeating the Entrapment embodiments, which had taken the forms of Ben's oldest enemies in Kraab and Sixsix, the Ultimate Team had gone through another memory gateway. Once they sprinted through the luminous sphere, a bright flash engulfed their vision momentarily. When the flash died away, the wizards and cat blinked and looked around to find themselves in a new setting, which happened to be quite cramped.

This restricted space was in fact the inside of the Rustbucket. The Fairy Tail wizards observed their new surroundings while trying to avoid bumping into each other.

"What is this place?" Lucy inquired curiously.

"Dunno. It is small though." Gray noted.

"This is the Rustbucket." Azmuth explained. The team turned to see him sitting on the edge of a kitchen counter that was on the left side of the room. "It is the mobile home of Ben's Grandpa Max."

"Mobile home?" Erza repeated.

When she looked out the window, her eyes widened a bit from a prairie landscape passing by them quickly. The others were a little surprised as well. True they had vehicles in Earthland, but not a mobile home type of vehicle. However, one member of the group was not quite as intrigued as the others.

"Mobile? You mean…" Natsu stammered nervously. He looked out the window and paled when he saw the scenery rolling past them. "THIS IS A VEHICLE!?"

Instantaneously, the Dragon Slayer's face turned green as he collapsed to the carpeted floor in a sick heap.

"ARE YOU KIDDING ME?!" Lucy shrieked incredulously. "This isn't even a _real_ vehicle! It's just a memory, yet you still get sick?!"

Gray huffed, crossed his arms over his bare chest, and looked away in annoyance. "Geez, Natsu…you're really pathetic."

Natsu would've insulted his rival back; however, he was struggling to keep his lunch in his stomach. Wait…could he even have food in his stomach when their bodies had been converted into magical energy so they could enter Ben's body? Hmm…good question…

Erza shook her head and turned forward. Ben's Grandpa Max was at the front driving the Rustbucket while his cousin Gwen was sitting at the booth, typing on a peculiar-looking contraption.

"Um…what's that thing that she's messing with?" Gray wondered.

"I'm not sure." Erza admitted.

"I dunno either." Lucy added.

"It looks really odd." Happy stated.

Natsu groaned sickly as he rolled on his back, trying to ease his pain; however, it was to no avail.

"It's called a computer, or more precisely a laptop." Ben's subconscious answered.

The wizards and blue cat turned to the small manifestation and blinked in confusion.

"It is a device that stores a multitude of data and is capable of connecting with similar devices around the world, creating a sort or worldwide web full of information." Azmuth explained.

The group's dumbfounded miens only intensified from the manifestation's explanation.

"Ugh," Azmuth face-palmed. "In laymen terms, it is like a virtual library full of information."

"Uh…I guess I can understand that." Lucy said, tapping her chin in thought.

"I sure don't." Happy admitted, clueless.

Suddenly, the Ultimate Team's attention, minus Natsu, was drawn back to Gwen when her device made a strange noise and the screen went dark; much to her confusion and dismay.

"_Hey! What gives?!"_ Gwen yelled, tapping a button repeatedly.

Without warning, the screen turned back on; however, it now had a green circuit-like pattern on it with a circle at the center. Erza immediately recognized that pattern.

"Upgrade?" Erza said, surprised.

The wizards and cat looked at the redheaded knight with curious expressions.

"Upgrade?" echoed Gray.

"You mean that form that Ben used to help you defeat that Magtartus guy in Volk Springs a couple weeks ago?" Lucy inquired.

Erza simply nodded.

"_Sorry. You are a loser…" _Upgrade's 'face' oozed out of the computer screen and got up into Gwen's face. _"…and always will be!" _

"_AHH!" _Gwen screamed, and then narrowed her eyes in anger. _"BEN!" _

Upgrade then oozed back into the computer as Gwen hit the table in frustration. _"Get out of my computer!" _yelled Gwen.

_"What? I'm just entertaining myself." _The young Omnitrix bearer retorted.

Gwen hit the table repeatedly as she shouted_, "This is my private property!_" She paused to pick up the laptop and shook it angrily. _"And you're getting your cooties all over it!"_

Just then, the laptop grew a black and white design with green circuitry lines all over it, as well as a green keyboard, and sprouted three pointed legs, similar to an insect's. This caused Lucy to jump back and yelp in surprise.

_"Ooh! What's this?_" Ben pretended to gasp. _"A diary!" _

Not wanting Ben to read her diary, Gwen reached out to grab the insect-like laptop, but Ben jumped back-and-forth and continued to dodge her as he read.

_"'Dear Diary, my cousin Ben is such a-'"_

_"Doofus! Knock it off!" _Gwen yelled.

Lucy huffed indignantly and narrowed her eyes. "Reading a girl's diary? That is so rude and immature!"

Erza nodded. "Yes, it is. Remember though he was only ten-years-old. Natsu and Gray were just as immature and ill-behaved when we were young as well."

"Oh, and you and Mira weren't?" deadpanned Gray.

Lucy turned to Ben's subconscious, who was still sitting on the kitchen counter. "So, why did Ben do that anyway?"

Azmuth looked off into space as he stroked his beard-like growths in thought. "Hmm…" he hummed, and then shrugged, "…meh…the dweeb had it coming."

From the driver's seat of the RV, Max glanced back at Ben with a serious expression. _"Ben now is not the time to go alien. Do you understand?"_

Upgrade's head oozed out from the computer once again, followed by the rest of his blobby body. _"I was just foolin' around."_

"_We can't afford to attract attention right now." _Max stated.

Upgrade shrugged and countered, _"What kind of attention could I attract in here?"_

The Omnitrix dial on Upgrade's chest began to blink red, and in a similarly colored flash, Upgrade turned back into Ben.

Max returned his attention to the road and responded, _"Never mind..."_

Ben and Gwen then turn to each other with confused expressions, neither of them able to understand why their grandfather was being so serious.

Erza, Lucy, Gray and Happy were quite bewildered as well as they watched the scene transpire.

"Why's his grandpa acting so on edge?" Gray questioned.

"You'll see soon." Azmuth replied impassively.

As Ben and Gwen were sitting at the table, reading a book and computer screen respectively, they looked out the window to see several large plumes of smoke billowing from a city in the distance.

Ben looked at Max and asked the obvious question. _"What's going on there?"_

Max looked out the window, and then turned his attention back to the road. _"I'm sure the local authorities have the situation well in hand…"_ he dismissed.

Suddenly, a large conflagration erupted into a gigantic mushroom cloud of smoke within the city. The Ultimate Team's eyes widened from the size of the explosion, with the exception of Natsu, who was still lying on the floor in a sick heap.

"Somehow I get the feeling they don't have it under control." Gray deadpanned.

"_Looks like it's Hero Time." _Ben smirked confidently.

"He sees an enormous explosion and he gets excited?!" Lucy cried, shocked.

"This Ben reminds me of Natsu, minus the motion sickness." Happy chimed, with a happy smile on his face.

Natsu groaned in response.

As Ben activated the Omnitrix, Max turned back to him. _"Ben, I don't think that's the best idea-"_

"_Time to turn up the Heatblast on these guys!"_ Ben exclaimed, ignoring his grandfather's concern.

When Ben found the icon for his Pyronite form, he slammed down the core. In a flash of green, he was replaced with the fiery humanoid known as Heatblast. Suddenly, the RV stopped and allowed for Heatblast to jump out the door, with the group of wizards following behind him. The instant the vehicle stopped, Natsu's motion sickness instantaneously vanished.

"Yes! I'm alive!" Natsu cried out triumphantly, with his arms raised in the air.

The instant Heatblast set foot on the ground he ignited his hands and propelled himself high into the air. The Ultimate Team watched as Heatblast launched himself towards the city.

"Heading into battle with a hothead? You're right, Happy. This Ben does remind me of Natsu." Gray remarked, smirking.

"At least I don't head into battle without any clothes like you, yah icy stripper." Natsu retorted.

Gray was about to counter until he noticed that he somehow stripped down into his boxers. "Dammit!" He shouted, scrambling around for his clothes.

Lucy simply sighed in exasperation while Erza closed her eyes in frustration from the fire and ice duo's antics.

All of a sudden, their surroundings became distorted and began to fade away.

"Hey, what's happening?" Lucy asked. "Are we going to another memory?"

"Not quite," Azmuth answered. He was standing on the ground right behind the group, causing Lucy to yelp in surprise. "We're shifting toward another scene of the same memory."

"Another scene?" Erza repeated.

The subconscious manifestation nodded. "Yes. Watch and you'll see for yourselves."

The Fairy Tail wizards turned around to see that they were now in an entirely new setting; much to their surprise. They were in the middle of a city. The building and street designs were quite larger and different than what they were used to in Earthland, and they would've marveled more at the architecture had it not been currently burning and falling apart.

There were countless mechanical drones flying through the air. They were rust-colored, with three bulbous red sensors on the front and back. Each of them had gray, insectoid legs, and a gray cannon sprouting from their undersides. They were flying about, firing red lasers at anyone and everything they could see, with many people fleeing for their lives all around them.

"The hell?! What are those things!?" Gray yelled.

"They…look like…giant metal bugs." Lucy said frightfully.

"Those are called drones." Azmuth explained; who was standing right behind them. "They are machines designed to kill and destroy anything in their path."

Without warning, Heatblast arrived and hurled fireballs at two of the drones, destroying them instantly. He then lowered himself down to the street, surrounded in the flames he had created during his descent.

"_Hey. Why don't you pick on someone with real firepower?" _Heatblast challenged.

"Awesome line!" Natsu praised.

Gray crossed his arms over his chest. "It wasn't that good, flame-for-brains."

Before an argument could ensue, their attention was drawn back to Heatblast as he was completely surrounded by dozens of hovering drones. None of them firing at him; simply staring.

_"Oh man... I didn't mean all at once." _Heatblast remarked._ "Why do I get the feeling you were expecting me?"_

Heatblast surrounded himself in more flames, and used both of his hands to fire two large streams of fire at some drones. He then proceeded to spin slowly in place, blasting several more drones in the process. Additional drones then made their way toward Heatblast, only to be sliced in two by disks of fire created by the boy-turned-Pyronite. He chucked a few fireballs at some of his enemies, before destroying the remaining ones with another stream of fire from his left hand, and a few fireballs from his right.

A grin of uncontainable excitement spread across Natsu's face. "And that's why he's Ben most awesome form!" he proclaimed.

"Get real, pyro. Big Chill would've handled those things in less than half the time." Gray countered.

Natsu and Gray head-butted, fiery orange and icy blue aura's wafting off their bodies respectively. "That's a load of crap, ice princess! Heatblast can smoke Big Chill anytime!"

"And how do you think he would do that when Big Chill can go intangible?" Gray countered.

"You're both wrong!" Happy butted into the conversation. "Rath is his most awesome form. No debate."

"Silence!" Erza commanded, making the trio flinch. "You need to focus and cease this banter! And for the record, all three of you are wrong. Upgrade is obviously his most awesome form." She stated.

"Upgrade?!" Natsu, Gray, and Happy yelled simultaneously.

Lucy slumped her shoulders and looked on in exasperation and disbelief. "Now Erza's getting into the argument…?" she sweat dropped. "What next…"

When all the drones were destroyed, Heatblast stood amongst the scrap metal debris with a triumphant smirk on his rocky face, until suddenly, a bola-like device came from behind a cloud of smoke to his left, and pinned him to the wall of a building. The device was essentially six metal rods, connected by blue electricity.

This immediately caught the team's attention, and made them cease their rambling.

"Whoa…what was that?" Gray wondered.

Heatblast shook off his daze and lifted his head to see an incredibly large, spiked ball rolling towards him. It had the same color scheme as the droids, which could only mean that they were connected in some way. The ball stopped rolling about two yards away from Heatblast.

Suddenly, the seam at its center began to hiss as steam poured out. The ball then split apart into two semi-spheres, and revealed a silver, horizontal tube within them. It had what appeared to be a door with a red light on it. The door opened with steam pouring out from it as well. Once it was open, a large, muscular silhouette could be seen. It had ominous, red eyes and a green, tube-like structure around its seemingly bald head.

The being then stepped out from the strange vehicle, the ground shaking with each footstep. It was a very large, hulking humanoid, standing at least twelve-feet-tall. Its legs, torso, chest, and shoulders were adorned with black-reddish armored plates. The body parts not covered by armor were revealed to be green splotchy skin. Long, dark crimson spikes extended from the red creases in its massive green arms, and its shoulder plates. The scariest feature of this being was its squid-like face, a few long tentacles dangling down like a beard. Its mouth was concealed by a black mask with red tubes connected to it.

The wizards collectively gasped at the sight of the large, hideous being. Never before had they seen anything like it.

"W-what…is that thing?" Lucy stuttered fearfully.

Erza, as well as the others, was at a loss for words. She could only stare at the large, menacing being with wide eyes and an apprehensive expression.

"_You…" _Heatblast's eye sockets widened. _"…you're the alien from my visions!" _

"_At last, we meet." _The creature spoke in a raspy, sinister voice. _"The being that has caused me so much trouble…" _

There was a short, tense pause as Heatblast and the squid-faced behemoth stared down at each other.

_"Who are you?" _asked Heatblast.

_"I…am Vilgax,"_ he answered, _"and I have come for the Omnitrix."_

"Vilgax? I don't remember Ben saying anything about this guy. Do any of you?" Gray turned to the others.

"Nope," Happy shook his head.

"Neither do I." Erza admitted.

"He looks super scary." Lucy admitted, trembling slightly.

"Well…" Natsu punched his open palm, a cocky grin on his face. "He doesn't look so tough to me."

_"And, uh...I'm guessin' you're not with the good guys." _Heatblast remarked.

Ben struggled against his restraints and melted the six metal rods, freeing himself. Heatblast leapt at Vilgax, igniting his hands in flames and slamming a large fireball into the latter's chest. He then punched Vilgax's massive leg numerous times. The boy-turned-Pyronite then stopped and looked up at Vilgax, only to realize that his attack had gained no reaction whatsoever from the squid-faced alien.

Vilgax then picked up Heatblast and casually threw him, sending him incredibly far and crashing through several buildings; much to the Ultimate Team's shock and disbelief.

"Whoa," Happy gawked, wide-eyed.

Gray glanced over at a shocked Natsu with an irritated look. "Not so tough, huh?"

With Erza at the lead, the team ran down a few alleyways in the general direction that Heatblast was thrown.

"I don't believe it. That guy just tossed Ben away like he was nothing!" Lucy yelled, still unnerved.

"He must be really strong if he can throw one of Ben's forms like that." Gray noted.

"You have no idea." Azmuth commented. He was now sitting on Erza's left shoulder plate. "That was only a taste of Vilgax's strength."

Erza glanced at the small manifestation with wide eyes. "Wait! Are you saying he's holding back?"

"Vilgax naturally believes that his enemies are beneath him." the subconscious embodiment explained. "When he really begins trying, you'll see."

A minute later, the wizards discovered their shape-shifting friend lying in the middle of a street with building debris on top of him. He blasted the rubble off with two streams of fire, and to the group's surprise, he appeared relatively unharmed, save for the fact that he was panting.

"_Okay…" _he breathed, _"this guy's really tough…!" _

Remarkably, Vilgax jumped a great distance over several buildings, and landed about fifty yards away from Heatblast. The impact created a crater and formed a dust cloud around where he had landed. The fearsome warlord wasted no time as he strolled towards Heatblast.

"_I gotta slow him down!" _

Heatblast reared back his arms and head, seemingly charging his pyrokinetic powers, and released two powerful fire streams toward the street in front of him. The intense heat from his flames melted the tar from the street into a thick, black liquid which, upon contact with Vilgax's legs, caused the beast of an alien to trip and fall face-first into it.

"Whoa…" Happy awed.

"That was pretty cool!" Natsu remarked, grinning. "I so gotta try that!"

'_That was actually not a bad strategy.' _Erza thought. She turned her gaze to Vilgax, who was struggling against the thick tar. _'However, I fear that won't be near enough to stop this… Vilgax.' _

Heatblast, his confidence now returned, stepped forward. _"Not so tough when you can't move, are you?" _he taunted.

Suddenly, the Rustbucket pulled up directly in between Heatblast and Vilgax. The door opened and revealed Gwen with an anxious expression on her face.

_"Ben! Grandpa says to get in! Now!" _Gwen shouted.

Heatblast shrugged nonchalantly. _"What're you talkin' about?"_ he pointed at himself and smiled. _"I'm just about to kick alien butt!"_

As if on cue, the Omnitrix dial on Heatblast's chest began to blink red, and in a similarly red flash, he reverted back into Ben.

"Or…not…" Gray said.

_"Benjamin! Get in!" _Max ordered sternly.

Hearing his full first name spoken, Ben wasted no time in hopping onboard the RV, with Max flooring it the second he did. The Ultimate Team watched as the Rustbucket raced off down the battered street.

"He's running away?" Natsu said, confused. "Why didn't he just turn into that titan form and step on him?"

Azmuth turned to the Dragon Slayer, and answered, "Ben did not have access to the To'kustar DNA yet, and even if he had it wouldn't have mattered."

The wizards looked at the Galvan in confusion.

"What do you mean?" Happy asked.

"Unlike the Omnitrix Ben has currently, the prototype he had as a child could only transform him into one form for ten minutes, then it required time to recharge before he could transform again." he answered.

"I see." Erza replied, understanding. "So his Omnitrix was not as powerful back when he was a child."

"Indeed," Azmuth nodded. "But it was still powerful enough to gain the attention of many evildoers; Vilgax being the most fearsome and wicked of them all."

Before any of the group could comment, the scene began to distort once more as it shifted into a new setting. Within seconds, they were now in another part of the city, but there were less destroyed and burning buildings.

"Lemme guess, we shifted to another part of the same memory, right?" Gray implied to the subconscious manifestation.

Azmuth simply nodded.

Suddenly, the Ultimate Team's attention was gained by a peculiar and quite disgusting-looking creature. It had a bug-like body and a sharp, black tail, all covered by a white and black outfit. It had four insect-like flat legs with two arms, whose hands are human-style ones with a black coloration, similar to fingerless gloves, and had three clawed fingers. It had four pedunculated eyes that were pretty small and yellowish-orange in color. The eyes were linked directly to the sides of its huge black head. Its limbs were a brown-greenish color and its wings were light green. A familiar hourglass symbol was displayed on top of its forehead.

"EW! Gross!" Lucy remarked, disgusted. "What is that thing?!"

"That…" Azmuth answered impassively, "…is one of Ben's forms, **Stinkfly**."

"Stinkfly?" Erza repeated. "I've never heard of or seen that form."

"Why would he call it that?" Natsu wondered.

Azmuth sighed. "If you ever get the chance to see him turn into it in the future, you'll find out why."

Stinkfly was currently flying through the city, trying to escape from Vilgax, who was closing the distance between them. He was extremely persistent and refused to let up on his chase. Vilgax leapt onto a rooftop and began pursuing him once more, leaping from one building to another. The structures cracked and crumbled underneath him.

Vilgax leapt one more time and finally gained enough air to wrap his hulking arms around Stinkfly, preventing the insectoid alien from flying any further. Vilgax and Stinkfly then crashed through a building, creating a large explosion on impact that destroyed the upper portion of it, and landing in the demolished street behind it.

The Ultimate Team rushed toward the destruction, quite shocked by the squid-faced alien's strength, agility, and the damage he casually created. They watched as Vilgax quickly rose from the debris unharmed, clutching a struggling Stinkfly with his left hand.

"_I grow tired of this."_ Vilgax snarled.

The warlord pointed his right index finger at Stinkfly's face as it began to glow red, and tapped the Omnitrix dial. Doing so caused a bright red flash to engulf the area, and when it faded, Stinkfly had turned back into Ben; much to his and the wizards' surprise.

_"Hey!"_ Ben's eye widened from shock. _"How'd you do that?!"_

_"A child...?"_ Vilgax ignored Ben's demand and clenched his right fist, growing angrier by the second. _"The Omnitrix is in the hands of a mere child?!" _He roared, outraged.

Vilgax seemingly shook off his initial shock at Ben's true identity, and placed his right hand over the Omnitrix. However, the device began to give off a green glow, along with a burst of green electricity. An instant later, the squid-face warlord was sent rocketing back into a portion of a partially-destroyed building, leaving a large dent in it.

"Whoa! What was that?" Gray asked, surprised.

"Vilgax tried to remove the Omnitrix, and caused the security function to activate." Azmuth explained.

It didn't take more than a second for Vilgax to recover and approach Ben once more.

"Looks like it didn't do anything to slow him down…" remarked Gray.

"Just how strong is that guy?" Natsu asked, narrowing his eyes at Vilgax.

Azmuth was silent for a moment as he glared hard at Vilgax, which didn't go unnoticed by a certain scarlet-haired knight. "Very, very strong…"

_"It would appear the Omnitrix has already merged with your own DNA..." _Vilgax realized.

Ben tried to scurry away, but was grabbed by the back of his shirt by the huge alien.

_"I, uh...don't suppose that means you're gonna let me go, does it...?" _Ben asked.

_"Hardly..." _Vilgax retorted sourly.

Vilgax's spiked, ball-shaped vehicle then rolled up and opened up to allow its driver to enter. The squid-faced alien tossed Ben into the vehicle, and then stepped inside himself and took his seat. After that, the door closed, as does the sphere. It then begins to roll away and crashed through a building.

After that, the setting around the Fairy Tail wizards began to fade once more and refigure into a new one.

"So that's it? That octopus dude captured Ben?!" Natsu asked.

Azmuth nodded. "Yes…though this memory isn't over yet."

The group's surroundings then configured into a large, metal circular room. Several drones were hovering around the perimeter. In the center, Ben was hooked up to a big, ring-like machine that was suspended in the air. His legs and right arm were restrained by blue energy beams while his left arm and the Omnitrix were inside a tube-like device.

The Ultimate Team glanced over to see Vilgax looking a green, holographic screen that displayed multiple readings from the machine Ben was hooked up to. Not that any of them knew that since they were still ignorant over the concept of computers.

_"A child..." _Vilgax growled as he glanced back to the small boy. _"I should've suspected as much. The Omnitrix being used as a play toy..."_

_"Hey! I've saved a lot of people by going hero." _Ben argued.

Vilgax approached the young Omnitrix bearer until he was less than a couple meters in front of him. _"You hold the key to a power struggle so ancient, so vast..." _he leaned closer, _"...it is beyond your feeble comprehension." _The warlord mocked.

"_Picture an entire army, each in command of an Omnitrix, all at my command..." _Vilgax paused as he imagined his vision. "_I would be invincible... I will rule the universe! And the only thing standing between me and my destiny...is you."_

The eyes of the wizards and cat widened from the squid-faced warlord's declaration. Erza's mouth gaped a little as that unsettling thought raced through her head.

"An army of Omnitrix users?" Erza gasped. "That's his plan?"

Azmuth, who was still sitting on Erza's left shoulder, nodded. "Yes…quite frightening, is it?"

"I'll say…" Lucy trembled.

"Aye," Happy agreed uneasily.

"Ben alone is as powerful as anyone in the guild." Erza stated. "I can't imagine the destruction and carnage an entire army of Omnitrix users under that monster's command could cause, especially if those troops didn't care about innocent lives or collateral damage."

"No kidding," Gray agreed.

"An army of Omnitrixes…" Natsu tapped his chin in thought. "You think I could have one of them?"

The team sweat dropped and groaned from the Dragon Slayer's foolish question.

With Vilgax's last statement, a ring of mechanical, menacing blades rose up from the floor. Lucy and Happy gulped at the sight of them.

The cybernetically-enhanced Chimera Sui Generis turned to one of his humanoid drones. _"Prepare for takeoff..." _he commanded. The servant drone simply saluted and ran off to do as it was told. _"Once we're in orbit, I will finally have the pleasure of destroying this miserable planet, once and for all." _

The group's eyes widened from shock once more from Vilgax's threat. Did he really possess the means to destroy an entire world? Suddenly, Natsu's eyes narrowed as he thought over what Vilgax said.

"Wait…takeoff…?" Natsu repeated. His eyes then widened in realization. "You mean…we're on a mode of TRANSPORTATION!"

As if someone flipped a switch, Natsu's face turned a sickly green as he collapsed to the floor. The group members, excluding Erza, could only gawk at the Dragon Slayer.

"SERIOUSLY!?" Lucy shrieked, annoyed. "You've been fine this whole time, but as soon as you find out we're on a vehicle you get sick?!"

Happy sighed. "That's Natsu for yah…"

"What did you think we were standing in this whole time, pyro?" Gray yelled, irritated.

Erza face-palmed from frustration, and mumbled, "I swear…"

The Ultimate Team's attention, except for Natsu who was now writhing on the floor, was drawn back to the memory taking place.

Vilgax reached for the many blades surrounding Ben, and took one that was seemingly only a hilt, though with a handle similar to that of a gun. However, from the hilt emerged a long, blue blade of energy, with many curves and points all along it. The warlord approached Ben with the blade, prepared to cut off the latter's arm as he struggled in vain to free himself. But before Vilgax could do anything, the sound of a horn honking can be heard from somewhere nearby, distracting the warlord and his drones.

"What's that?" Erza wondered.

Suddenly, no more than a second later, a hole was blown open in the side of Vilgax's ship, and through the smoke and debris, came the Rustbucket, albeit with the front grill extended outwards as a sort of high-tech battering ram; much to the group's surprise.

The RV slammed directly into Vilgax, causing him to drop his energy blade and crash him into a door. After a moment, the high-tech motor home pulled back, and Vilgax slowly but steadily rose to his feet again.

"_Warning! Hull breach! Power surge!" _a drone notified.

Just then, Max emerged from the door of the RV, but he looked much different than before. Now, he had a large, high-tech, blue and gray cannon strapped to his chest. Attached to the cannon were tubes that connected to a mask of sorts covering his eyes.

_"Claws off my grandson, Vilgax!" _Max yelled.

Ben's eyes went wide from shock. _"Grandpa?!"_

Vilgax lifted his head, and then narrowed his blood red eyes at Max. _"Tennyson!" _He growled.

Without another word, Max pulled the trigger on the cannon, and fired a large, blue beam of energy at Vilgax, sending the alien warlord through the door behind him, while causing a moderate explosion as a result from the blast.

"Whoa…" Lucy breathed, shocked.

"Ben's grandpa is awesome!" Happy chimed happily.

"Gotta admit," smirked Gray, "he is a tough old man."

Max then dropped the cannon and ran straight over to his grandson.

_"Grandpa... You know this guy?" _asked Ben.

_"It's a long story..." _Max replied.

Suddenly, the device around Ben's left arm began to surge with electricity, much to Max's dismay. Ben noticed this as well, but right after he took notice, he felt something strange. His body then began to twist and contort, until he was suddenly transformed into XLR8.

XLR8 struggled against the surging energy. _"Hey...!"_

XLR8's body then shifted until it turned into Diamondhead.

"_What's going..." _Diamondhead groaned painfully.

He then randomly transformed into Wildmutt, and let out a roar, seemingly finishing his inquiry. The wizards and cat looked on in confusion.

"What's happening to him?" Erza asked, concerned.

"Yeah, why does he keep transforming like that?" Gray wondered.

"When the Rustbucket slammed through Vilgax's ship, it caused a power surge which caused Ben's Omnitrix to malfunction." Ben's subconscious answered.

_"The power surge must've affected the watch!" _Max realized.

Wildmutt then transformed into Four Arms, and began to struggle against the device restraining his upper left arm, eventually breaking it with his enhanced, Tetramand strength and easily freeing himself from the other three energy restraints. Four Arms then lifted up the ring-like device and threw it across the room with ease.

Just then, Gwen exited the RV as well and turned to her left to see several flying, disk-like drones making their way through the hole that Vilgax had been blasted through.

_"Look out!" _Gwen cried.

Gwen ran over to Four Arms and Max as the drones open fired on her, narrowly missing.

Four Arms blocked a few laser bolts with his left forearms and reared back his fist and attempted to punch one of the drones; however, before his fist could make contact, he randomly transformed into Ghostfreak, and phased through the robot completely.

Ghostfreak looked at himself, and moaned, _"Oh, man..."_

Suddenly, Ben began to transform again, just as another drone flew by, and a familiar, squeaky voice to the Ultimate Team came from inside the drone as it began to spark and twitch erratically.

_"A little alien knowhow and the toaster is toast..." _Grey Matter quipped.

Grey Matter hopped from the disabled drone and onto another. He then climbed inside it, ready to do some more damage, until he seemingly transformed again. The drone suddenly gained a new black color scheme with green lines all over it as it grew to twice its size and sprouted a jagged saw blade from its circular midsection.

Meanwhile, Gwen was cornered by two more drones, which were about to fire on her, until…

_"Try picking on someone your own size!" _Upgrade shouted.

Upgrade then spun his saw blade and rammed into the two drones, destroying them completely, and sending scrap flying in every direction. One small, smoking chunk landed directly on Gwen's head, much to her annoyance.

Meanwhile, as the team watched as Ben wrecked the drones a certain ice wizard took notice of something. "Hey. Is it me or does it look like this ship is going down?" Gray implied, pointing to the large hole in the ship.

The wizards, minus Natsu, and cat turned to see the blue sky rolling past them as Vilgax's ship plummeted back to earth.

"Yeah! You're right!" Lucy gasped.

"Ugh…feel…so…sick…" Natsu groaned sickly.

"Hang in there, Natsu!" Happy stood by the Dragon Slayer's side.

Gray sweat dropped, annoyed. He glanced over to Azmuth, who was still sitting on Erza's shoulder plate. "I thought you said nothing in these memories could affect us?"

The subconscious embodiment rubbed his chin, seemingly in deep thought. "Hmm...I'm puzzled too. He should be fine."

"Natsu really hates transportation." Happy explained. "Though this place isn't real, I bet just the thought of being in a big, moving vehicle like this ship makes him sick."

"Of course it would…" Lucy mumbled.

"Talk about lame." Gray grumbled.

Erza did not comment as her attention was focused on the fight taking place.

Upgrade proceeded to destroy more drones with his saw blade as Max used a drill from Vilgax's assortment of blades to wreck another drone. Upgrade then abandoned his drone and prepared to fight more.

_"We've got to get the ship under control!" _Max yelled, rushing off toward an array of monitors and computers against a wall near the hole he had sent Vilgax crashing through.

_"He can fly a spaceship?"_ Upgrade said, shocked.

Another drone tackled the Galvanic Mechamorph, distracting him from his grandfather.

_"At this point, nothing surprises me..."_ Gwen groaned.

As Max typed away on the computer's interface, a pair of menacing, red eyes and a familiar silhouette could be seen through the smoke cloud. Vilgax grabbed Max by his shirt and threw him across the room, where the once-retired Plumber was now only mere inches away from falling out of the hole his RV made when it plowed through the ship's hull.

Gray, Lucy, and Happy diverted their attention away from the motion-sick Natsu and toward Ben's grandpa. Vilgax approached Max and placed his massive foot on the elderly man's chest, catching Ben and Gwen's attention.

"_Grandpa!"_ Upgrade and Gwen shouted simultaneously.

"Oh no!" Happy gasped, horrified. "He's gonna squash him!"

"No he won't." Azmuth rectified. "Just keep watching."

Vilgax glared down at Max ominously as the latter struggled to free himself but to no avail. _"Your weapon won't help, Tennyson."_ Vilgax rasped. _"As you can see, I'm much stronger than in our last encounter."_

Upgrade placed his hand inside the drone he was scuffling with and disabled it quickly. Without a second's hesitation, he charged straight for the warlord behemoth.

_"NOOOOOO!" _Upgrade yelled.

Erza, Gray, Lucy, and Happy gasped in shock as Upgrade tackled Vilgax and sent them both flying out of the ship.

"BEN!" Max and Gwen cried.

The scene around the Ultimate Team once again began to contort and configure into a new setting instantly. The Fairy Tail wizards looked around to see they were now standing on top of a wide, stone mountain. A forest stretched across the hilly landscape below.

Instantaneously, Natsu's motion sickness vanished as he hopped up back to his feet, his body shrouded in flames. "YES! I LIVE AGAIN!" He exclaimed exuberantly.

"Welcome back!" Happy chimed.

"Where are we now?" Lucy asked as she looked around, ignoring Natsu's outburst.

"On some kind of mountain apparently…" Gray replied.

"Hey! What are those?" Natsu asked, pointing at the objects of interest.

The group followed Natsu's finger and could see that there were three giant faces carved into the mountain face. Under closer observation, they could see that they were currently standing on a fourth one. Out of their knowledge, they were standing on the carved head of Thomas Jefferson.

"Huh? What's with the giant faces?" Happy wondered.

"Dunno," Natsu grinned toothily, "but I kinda want my face on a mountain too!"

"We are on Mount Rushmore." Azmuth answered, gaining the team's attention.

Erza's eyes widened from recognition. "Mount Rushmore? I remember Ben telling me about this place on our mission in Volk Springs."

"Yes," the subconscious manifestation glanced away sheepishly, remembering the few incidents Ben had with Erza on that mission. "This monument was built in honor of the four greatest leaders in Ben's home country, the United States."

Before anyone could comment, a falling object in the distance caught the group's gaze. It impacted the ground miles away, creating a loud boom and a large crater as well.

"What was that?" Lucy squealed.

"You'll have to brush us up on our history later, dude." Gray remarked to Azmuth.

Their attention was then drawn to Upgrade, who had stretched out his body to form a sort of parachute. He was gently floating toward one of Mount Rushmore's heads; however, just before he could make it, he randomly transformed again, this time into Ripjaws. Ripjaws fell down to the nose of Theodore Roosevelt's head, and was barely holding on with his sharp claws as he began to slip.

"_Ohhh…sometimes I hate this watch…" _Ripjaws complained.

Gray folded his arms over his chest, and noted, "I wouldn't wanna be in that position."

The Ultimate Team watched as Ripjaws miraculously managed to find his footing and climb his way up the nose and up to the top of the head. They ran over to him to get closer, and see what happened next. Needless to say, Ripjaws wasn't looking very good. He was crawling on all fours and breathing heavily.

"_Can't…breathe…need…water…" _Ripjaws managed to say as he flipped over on his back, completely exhausted from dehydration.

"I don't get it." Natsu scratched his head, confused. "Why did he change into that form? Seems kinda dumb changing into a fish on top of a mountain…"

"Why weren't you paying attention earlier, Natsu?" Erza growled, annoyed. "His Omnitrix is malfunctioning. This was explained clearly back on Vilgax's ship!"

"But…but…this is the first I've heard about this…" Natsu whimpered, cowering in fear from Erza's wrath.

Lucy sweat dropped. "I guess she forgot that he was completely out in the last memory, huh?"

"That's Erza for yah." Happy commented.

Suddenly, the wizards and cat were snapped out of their musings when an all-too-familiar figure leapt from the forest in the distance and behind an immobilized Ripjaws, the ground cracking beneath his metallic feet. The Ultimate Team felt their jaws drop to the ground in shock.

"Whoa…" Natsu gawked.

"Did…he really just jump that far…?" Lucy trembled.

"Seriously…" Gray added.

Erza stared at the large, intimidating form of Vilgax with wide, apprehensive eyes. _'Just how strong is this monster…?' _She thought.

As Vilgax approached an exhausted Ripjaws, he mocked, _"You are a slippery little fish, child... but no longer."_

The warlord reached his hand down to the Omnitrix dial, prepared to disable Ben's transformation. However, he became annoyed when the Piscciss Volann disappeared, leaving a dust trail in its wake. The squid-faced warrior turned around to see that Ben had now turned into a certain speedy alien.

_"I can still give you a run for your money!" _XLR8 quipped.

In response, the Ultimate Team groaned from Ben's pun. Erza pinched the bridge of her nose and moaned, "Again with the puns…?"

Azmuth, who was still sitting on her left shoulder, shrugged. "It wasn't that bad."

XLR8 disappeared in another blur, leaving another dust cloud where he once stood.

_"You can't hide from me forever, boy!"_ Vilgax yelled.

The sight of another dust trail coming from behind the Chimera Sui Generis warlord caught the wizards' attention.

_"Wasn't planning on it! Peekaboo!" _retorted XLR8.

XLR8 rammed straight into Vilgax, creating a shockwave and a massive impact crater around the two. A dust cloud was thrown up and obscured the team's sight of the shape-shifter and the warlord.

"That had to hurt." Gray commented.

"I'll say." Natsu agreed. "That should've taken him down."

When the dust cleared, much to the Ultimate Team's astonishment, Vilgax was unaffected by XLR8's hit. In fact, he had only slid back a few feet while XLR8 was staggering and quickly feel to his knees.

"No way…" Lucy whispered, wide-eyed.

"What?!" Gray yelled, shocked, "How the hell could he still be standing after a hit like that?!"

_"Ohhh..."_ Ben groaned painfully. _"I'm gonna feel that tomorrow..."_

_"For you,"_ Vilgax approached the Omnitrix wearer, _"there is no tomorrow!"_

Suddenly, the dark crimson rods jutting out from Vilgax's arms sunk into his arms, which in turn, caused his arms' muscle mass to expand dramatically. Vilgax raised his arms over his head and proceeded to slam them down in front of him, with XLR8 only narrowly running out of the way in time. The sheer force of Vilgax's blow created a massive tremor that sent giant cracks all over Theodore Roosevelt's head, which eventually caused it to crumble away down the mountain side.

The wizards' and cat collectively gasped at the sheer strength that Vilgax demonstrated.

"He…he…punched part of the mountain away…" Natsu stuttered.

"…with one hit?!" Happy added fearfully.

Erza's brown orbs widened from apprehension. Though she and Ben had destroyed a volcano together that was only because the latter had _Upgraded_ her Armadura Fairy Armor. This being, this Vilgax, had punched an entire mountain side away with one hit. Needless to say, his strength did intimidate her.

Vilgax wasted no time in lunging toward XLR8, attempting to punch him repeatedly, only for the Kineceleran to dodge him each time.

_"You can't escape me!" _Vilgax rasped, frustrated.

XLR8 then jumped up and reared back his clawed right hand, aiming it for Vilgax's head. However, the latter easily sidestepped the blow and grabbed the speedster by his arm. He spun XLR8 around incredibly fast and threw him into a large chunk of rock from the destroyed head of Theodore Roosevelt.

Without a moment's delay, diamond shards flew out from the dust cloud created by XLR8 with Diamondhead quickly following them, holding his arms out as he continued to fire more shards. The group noticed that Diamondhead was wearing a different outfit. He was now wearing a sleeveless suit that was black on the right side and white on the left, the Omnitrix dial was positioned on his left chest.

_"Special delivery!"_ Diamondhead quipped.

Vilgax tried to punch Diamondhead; however, the Petrosapien ducked, shifted his arms into diamond blades, and proceeded to punch Vilgax's leg three times. When he looked down at his diamond hands, he saw that they were now nothing more than stumps.

"I thought that form's crystals were super-strong?" Natsu said, confused.

"They are." Erza assured; her eyes then narrowed at the squid-faced alien. "However, it appears that Vilgax's armor is stronger."

"Just how strong is that guy…?" Gray muttered, surprised by Vilgax's effortless display of dominance.

_"Oh man." _Diamondhead grumbled,_ "Guess I should've seen that coming."_

Diamondhead quickly reformed his hands, but Vilgax quickly grabbed him by the face and slammed the Petrosapien into the ground with a ton of force. When Vilgax lifted his hand, Diamondhead could be seen lying on the ground, with his eyes barely open and his crystal face covered in cracks.

"He's strong enough to break his diamond body?!" Gray shouted, shocked.

The scarlet-haired knight's eyes widened from fear in seeing Diamondhead's condition. She then glanced over to Azmuth, who was still on her shoulder plate. "Is this what you meant by 'when he really begins trying'?" Erza inquired.

The subconscious form nodded. "Yes. The heavy-hitters that Ben possessed at the time were no match against Vilgax's raw strength."

Vilgax reared back his massive right fist again as Diamondhead's body began to twist and reform itself. He let loose his punch, but was met with nothing but rock and dirt as Ben had just turned into Ghostfreak, and had instinctively went intangible, albeit still covering his eye.

Ghostfreak peeked through his hand, and then uncovered his eye. _"Yes! Sometimes I love this watch..."_

Ghostfreak teasingly waved at Vilgax and phased into the ground below them. Vilgax then decreased his muscle mass as the crimson rods in his arms popped back out again.

Once again, the scene around the Fairy Tail wizards began to distort as they transitioned to another scene. Once their surroundings reconfigured, the team looked around to see they were now in the forest below Mount Rushmore, standing on the edge of an enormous freshly carved trench. The wizards followed the trough to see that Vilgax's ship had crashed.

"Hey, weren't Ben's grandpa and cousin on that ship?" Lucy asked.

"Yeah," replied Gray, "unless they got off somehow."

"So," Natsu turned to Ben's subconscious, "where'd Ben go?"

Azmuth simply pointed toward the mountain. Natsu was about to angrily respond when Ghostfreak phased out from the side of the mountain and took a quick glance back at it.

_"Don't switch on me now."_ He begged, referring to the Omnitrix.

Ghostfreak then took a look forward and saw that Vilgax's ship had crash landed, with Max and Gwen presumably still inside.

_"Oh no!"_ Ghostfreak rasped.

Ghostfreak immediately flew toward the crash site, the Ultimate Team following behind him. When he reached it, he found the Rustbucket completely trashed.

"Oh no," Happy said, scared. "Are they okay?"

"Only one way to be sure," Erza replied. "Let's keep following."

_"Grandpa? Gwen?" _Ben called out.

As Ghostfreak phased through the Rustbucket, the wizards' and cat went around it. They approached the back the exact moment Ben phased back outside. Ghostfreak looked forward and was shocked by what he saw. The Ultimate Team followed his gaze and their eyes widened in horror as well.

Vilgax had both Max and Gwen in either hand, both of them unconscious.

"_No…" _Ben uttered.

"How'd he get down here so fast?" Lucy squealed.

"Seriously?" Gray cocked a brow at the blonde. "This guy jumped over buildings and a mountain with a single leap."

All of a sudden, Ghostfreak transformed into Wildmutt and landed on all fours. He let out a loud, angry roar at Vilgax, seemingly commanding him to let his family go.

The alien warlord, of course, was unintimidated by his transformation. _"It's your choice. You…or them..." _He stated.

Expressions of anger crossed the Ultimate Team's faces. Threatening to kill Ben's family members to force him to surrender was enough to make the group's blood boil; especially Natsu and Erza's.

"That bastard…" Natsu snarled, clenching his fists tightly.

"What a coward," Gray growled, his anger matching Natsu's.

Erza, meanwhile, was ominously silent as she glared daggers at Vilgax. If she could say anything at the moment, it wouldn't be anything good. What Vilgax was doing made her sick to her stomach.

After a brief moment of snarling, Wildmutt lowered his head in defeat and gave himself up for his grandpa and cousin's safety.

Vilgax dropped Max and Gwen's bodies and approached Wildmutt. He tapped the Vulpimancer's Omnitrix dial and, in a flash of green, turned him back to Ben. He was on his knees with his head lowered and eyes closed in defeat.

_"How noble..."_ Vilgax mocked.

Natsu growled as he ignited flames on his fists. "If I were there I would've turned that squid face into a seafood platter by now!" He proclaimed angrily.

"I dunno, Natsu," Happy disagreed. "This guy is really strong. Strong enough to beat Ben's forms…"

"And how much success have you had against those, flame-brain?" Gray retorted.

"What'd you say?!" Natsu roared.

"Guys, we need to focus here." Lucy said desperately.

"Natsu…Gray…" Erza growled. "That's quite enough."

"Aye, sir!" the duo replied simultaneously, their arms slung over each other's shoulders.

"Another bad Happy impression…?" Lucy moaned, exasperated. "When will it end?"

Azmuth, meanwhile, shook his head and groaned in annoyance. "How does the conscious mind put up with this insanity?"

The team diverted their attention back to Vilgax, who had picked up young Ben by his shirt and proceeded to return to his ship. Without a word, they followed the two with Erza at the lead. Suddenly, a flash engulfed the wizards' and cat, and they suddenly found themselves in Vilgax's ship already.

"Huh…" Natsu blinked, confused. "How did we…?"

"That was me." Azmuth answered. "I simply transitioned you to this spot so you wouldn't have to follow Vilgax inside."

"Huh…?" a question mark formed over Natsu's head.

"Just forget it, Natsu." Gray groaned, irritated.

Max and Gwen were both beginning to wake up, with the former noticing where Vilgax was heading.

_"Vilgax, no!"_ Max yelled. _"Don't go back in there!"_

Ignoring Max's warning, Vilgax leaped back into the hole in his ship. The Fairy Tail wizards stood to his left, meters away from him. From this distance, the warlord was certainly more intimidating. Lucy and Happy gulped fearfully while Natsu and Gray sweated a little. Erza simply narrowed her gaze at Vilgax, clenching her armored fists.

Vilgax turned back to Max as his ship began to take off into the sky. _"Foolish Earthling. Why would I-"_

Vilgax was cut off when he noticed a red light flashing and an alarm going off inside his ship. _"The auto-destruct launch sequence has been initiated!" _He yelled.

"The what?" Gray asked, dumbfounded.

"It is a function that causes a spaceship to launch itself high into a planet's atmosphere and self-destruct." Azmuth explained.

Vilgax immediately dropped Ben and rushed over to a nearby computer, attempting to type something on its interface. As a result, sparking, blue electricity surged from the terminal and disabled the interface.

_"TENNYSON!" _Vilgax bellowed. _"You are the thorn in my side-"_

Suddenly, out of nowhere, a blast of blue energy struck Vilgax and sent the squid-faced alien slamming into the computer in front of him, his body falling to the floor. The group turned to the source of the blast to see Ben holding up his grandpa's large, blue cannon with a smirk across his face.

_"Guess it runs in the family." _Ben remarked.

The young hero quickly abandoned the cannon and made his way over to the hole in the ship, as Vilgax attempted to push a large, piston-like mechanism off of his torso.

_"Commencing self-destruct launch..." _the computer articulated.

_"NOOOOOOOO!" _Vilgax roared.

Ben quickly activated the Omnitrix, found the icon he wanted, and slammed down the core. In a familiar flash of emerald, he transformed into Heatblast and blasted out of the ship. The scene began to contort and fade away just before Vilgax's ship exploded.

The Fairy Tail team now found themselves in a greenish-black void, identical to the one they were in when they first entered Ben's mind.

Gray smirked, crossing his arms over his chest. "Gotta admit, it was pretty cool how Ben beat that octopus dude in the end."

"I'll say." Natsu grinned roguishly. "Wish I had a cannon like that!"

"Aye, sir!" Happy chirped.

"You with a cannon…?" Lucy sweat dropped nervously. "For some reason, I don't find that to be a good combination."

Erza turned to Azmuth, who was now standing in front of the group with his hands behind his back and an impassive expression on his face.

"So, I have to ask, was that the end of Vilgax?" Erza questioned in a serious tone.

The subconscious manifestation shook his head. "No. In fact, that was only the beginning. Ben would have many more deadly encounters with Vilgax after that."

The wizards and flying cat all turned to Azmuth with shocked expressions.

"What?!" Natsu, Gray, Lucy, and Happy exclaimed together.

"What are you talking about?" Gray shouted. "That explosion should've killed him!"

"There's no way he could've survived that!" Natsu added.

Azmuth simply shook his head. "Wrong. There's a reason why Vilgax is Ben's archenemy. As you will see as we progress through his memories, Vilgax has survived far worse than that explosion."

Their eyes all widened from the thought of being that strong and durable. After witnessing how powerful he is, it was clearly evident why Vilgax was considered Ben's archenemy.

"However, there is one other being that could be considered worse than Vilgax." Azmuth implied.

"Worse?" Lucy stammered. "How…?"

The manifestation turned around and summoned a brilliant, white sphere in front of them. "Follow me and you'll see for yourselves."

"Wait a second…" Natsu looked around, "how come we haven't fought anyone else yet?"

"Natsu makes a good point." Erza agreed, turning back to Azmuth. "I'm surprised the Entrapment spell hasn't sent anything else to stop us yet."

"I'm also concerned." Azmuth admitted. His green eyes then narrowed. "But, I warn you, keep your guard up."

The team nodded while Lucy trembled lightly. Natsu saw this and laid a supportive hand on her right shoulder. "Don't worry, Luce." He grinned toothily. "We'll be fine! And we're gonna save our pal, Ben. You can count on it!"

Lucy stared at Natsu in shock for a brief moment, and then smiled confidently. She nodded in agreement.

With that, the Fairy Tail wizards and subconscious manifestation entered the luminous sphere and advanced to another memory of their shape-shifting friend.

…

In another part of Ben's mind, a dark individual shrouded in shadows stood in a seemingly empty void. Purple lightning and booming thunder raged in the storm clouds above. Along with the sounds of thunder, another sound could be heard: screaming.

The unknown individual was standing a few meters in front of a glowing purplish-black sphere that levitated a few inches off the nonexistent ground. His hands were tucked inside the pockets of his long, dark coat. A sinister smirk grew on the exposed lower region of his face. The rest was obscured by darkness.

It appeared that the agonizing screams were emanating from within the dark amethyst ball. They grew more desolate after each passing minute. The figure's smirk grew wider. Everything was going according to plan. He knew that his prey wouldn't hold out for much longer. Once he was at his weakest, he would send the final blow, and that would be the end of it.

"_**It won't be long."**_ The dark enigma noted.

The individual's eyes glowed purple for a brief moment. As a result, a frown crossed his face.

"_**I see that our uninvited guests are still scurrying about. I should've known the first wave wouldn't be enough to stop them." **_The figure was ominously silent for a moment before his smirk returned. _**"However, they are of no concern. Their opposition will only grow stronger after each battle while they grow weaker." **_

The dark man lifted his head and stared at the purple sphere, listening to the melody of screams coming from it. His smirk turned into an evil smile. _**"There is nothing they can do…to stop the Entrapment." **_

…

**A/N: Okay, I'd like to apologize for the lateness of this chapter; however, I did have finals to worry about and eventually Christmas and family time took up my attention. **

**I have to confess, I did originally plan to include another memory and a battle scene in this chapter, but I just never got the time to write it and I don't wanna wait any longer to upload this chapter. I have the feeling most of you don't either. I do plan to have Chapter 26 out in the next week or two, so that's something to be happy about. **

**Alright, I need to extend a thank you to **_**TallGuy94**_**. He really helped me out with the Vilgax memory scenes. It would've taken much longer to write if it weren't for him. **

**Also, I have an important announcement to make! I, and **_**TallGuy94,**_** are currently in the process of re-writing Chapters 1-6. Chapter 1 and 2 are already done but I'm waiting to get the next four completed before I upload them. The reason we're doing this because I feel they were a bit too rushed and I want them to match my style of writing. No offence to **_**Muffin**_**, of course. His writing is just different from mine. So, please keep your eyes peeled for that. If they are done by the time I complete Chapter 26, then I will upload them along with the chapter and inform you. **

**Next chapter:**** Entrapment, Part III: Evil Within **_**(I'm still deciding on a subtitle name)**_** - The Ultimate Team ventures deeper into Ben's memories and find themselves fighting another Entrapment manifestation. This one though...is a lot stronger and scarier than anything they've faced before.**

**I'd like to give out a special thank you to all my loyal followers and readers! Just 96 more reviews and I can breach the quadruple digit mark! Please leave any comments and critique in the review box. **

**Merry Christmas and Happy New Years! **


	26. Entrapment, Pt 3: Darkness Within

…

**Ultimate Fairy **

**Chapter 26: Entrapment, Part III **

_**Darkness Within **_

…

_**Last time on "Ultimate Fairy"… **_

_"Wait a second…" Natsu looked around, "how come we haven't fought anyone else yet?"_

_"Natsu makes a good point." Erza agreed, turning back to Azmuth. "I'm surprised the Entrapment spell hasn't sent anything else to stop us yet."_

_"I'm also concerned." Azmuth admitted. His green eyes then narrowed. "But, I warn you, keep your guard up."_

_The team nodded while Lucy trembled lightly. Natsu saw this and laid a supportive hand on her right shoulder. "Don't worry, Luce." He grinned toothily. "We'll be fine! And we're gonna save our pal, Ben. You can count on it!"_

_Lucy stared at Natsu in shock for a brief moment, and then smiled confidently. She nodded in agreement._

_With that, the Fairy Tail wizards and subconscious manifestation entered the luminous sphere and advanced to another memory of their shape-shifting friend._

…

After witnessing Ben's first encounter with his arch-nemesis, Vilgax, the Ultimate Team was shocked by how powerful the warlord was; especially when they heard that he had survived his ship's destruction. However, they moved past that and entered the gateway, and on to the next memory.

A bright flash filled their vision, and once it died out, they were now in another setting. The wizards and cat looked around at their surroundings and were quite befuddled. They were now inside what appeared to be a circus tent. It was rather dark as the only lighting was being shined down on the red and white stripped circle-shaped arena in the center.

"Where are we?" Natsu asked, looking around.

"Looks like a big tent." Happy replied.

"A circus tent?" implied Gray.

"Yes," Azmuth clarified. He was now standing in front of the group with his hands behind his back. "But this circus is not exactly what you're used to."

"What do you mean?" Lucy inquired curiously.

The subconscious manifestation turned away to face the circular arena. The group followed his gaze to see young Ben in the center, lying on his stomach.

"Watch and you'll find out." Azmuth replied.

The group watched on and was confused to see a creepy-looking clown walk into the light. He wore big, floppy black shoes, baggy grey pants and a grey shirt with three, big black buttons, and a black jacket that had black and grey stripped sleeves and four blue gems. On top of his reddish-maroon hair was a big, black top hat with another blue gem in the center. His face was painted white, his lips were purple, he had a dark blue round nose, and his eyes were yellow with black pupils. His appearance aside, what really made him creepy was his wide smile that exposed his rotten yellow teeth.

"A clown?" Gray said, unimpressed.

"A creepy clown," Lucy mentioned, stammering.

Ben turned and looked up at the clown with a fearful expression. The group was caught off-guard when they heard wailing moans filling the room.

"What is that?" the ice wizard asked.

"Where's it coming from?" Lucy shrieked, startled by the sudden creepy moaning.

"It sounds spooky…" Happy stammered.

Erza narrowed her eyes at the clown, only for them to widen when she saw what appeared to be ghosts moving inside the clown's blue gems.

"What are those?" Erza said.

"They look like ghosts!" Happy cried, scared.

"_Now…don't tell me you're afraid of old Zombozo." _The clown taunted.

"Zomboko?" Natsu scratched his head.

"Zombozo" Happy corrected.

Young Ben's eyes widened when he saw an apparition of Gwen in the gem on Zombozo's hat. Her skin was wrinkled and her body was on fire, but what was even more frightening was that she was laughing the whole time. Ben crawled back and got on his knees, lowering his head.

"_W-what do you want?" _He requested.

The team's eyes widened from shock by how Ben was acting. Why wasn't he fighting back with the confident, bravado attitude they were used to?

"What? I don't get it. Why isn't he fighting back?" Natsu demanded.

"Yeah," Gray agreed, cocking a brow in confusion. "I know that guy's creepy and all, but he shouldn't give in that easily."

Erza glanced down to Ben's subconscious. "Azmuth…?" she probed.

Unexpectedly, the manifestation looked away and scratched the back of his head sheepishly. "Well…believe it or not…Ben used to be afraid of clowns."

The group was silent for a moment before they shouted, "WHAT?!"

"Ben used to be afraid of clowns?" Happy asked in disbelief.

Azmuth begrudgingly nodded.

Natsu began to laugh hard, grabbing his sides. "HAHAHAHA! Oh wow! You telling me ole Ben used to be scared of guys with big rubber noses, crazy hair, and big shoes! HAHAHA!"

Erza growled and clenched her eyes and fists shut. Suddenly, an armored fist struck the Dragon Slayer, sending him sprawling to the ground; much to the others' surprise.

"Be silent!" She commanded, a vein throbbing on her temple. "We all have our own fears!"

At that moment, Erza recalled a certain, perfume-using wizard from Blue Pegasus and shuddered.

"Besides, you got no room to talk, Natsu." Gray retorted. "You get squeamish every time you set foot on something that moves."

"Where are your clothes!?" Lucy exclaimed.

True enough, the ice wizard had stripped down to his boxers without realizing it…again.

"Crap!" Gray quickly scrambled for his clothes.

"Still…why would Ben be afraid of clowns?" Happy wondered.

"Take one good long look at him and you'll see why." Azmuth replied, pointing at Zombozo.

After hearing Ben's question, Zombozo's creepy smile widened as he snapped his fingers. As a result, a light shined down on the other end of the tent. It was a large, unusual machine with five big, blue gems that were similar to the ones on Zombozo's clothes. Inside those circular orbs, the images of ghosts could be seen. On top were a set of intricately shaped pipes that were pumping out steady streams of smoke.

Suddenly, a long, metal tube stretched out from the machine and connected to Zombozo's back. Zombozo then arose into the air and looked down at Ben with a big, horrifying smile.

"Okay! I can see why he's afraid of him now!" Lucy trembled, covering her eyes from Zombozo.

Zombozo moved a couple meters in front of Ben, floating a few feet off the ground. _"Only what every clown with his floppy shoes wants…to make people laugh!" _His expression then became maniacal as he spoke in a low, disturbing voice. _"Then drain all their positive energy…like a sponge in a pool party!"_ His face returned to normal as he shrugged innocently. _"Is that so wrong?" _

The group stared at the clown with unsettled looks.

"Okay…if all clowns in Ben's world are like that…I can see why he was scared of them." Gray admitted.

Still looking down, Ben demanded, _"Is that the machine you used to suck the happiness out of your audience?" _

"_I call it the Cy-Clown!" _He responded, glancing back at the machine. _"Clever, eh? Soon I'll be taking my act to the big cities. Millions of people laughing for me…feeding me…making me stronger!" _

"What a sick man…" Erza muttered, narrowing her eyes at the disturbing clown.

"Aye," Happy agreed.

Ben looked back up at Zombozo. _"I…want my cousin back!"_

"_Cousin?" _Zombozo leaned down, and then stood back up. _"Didn't you hear?" _He pointed several meters behind him to reveal Gwen lying on the ground unconscious, her skin wrinkled up; much to Ben and the Ultimate Team's shock. _"She ran away with the circus!" _Zombozo joked.

After getting over his initial shock, Ben looked back at Zombozo and stood up, narrowing his eyes in anger. _"Oh, you're funny…" _Ben activated the Omnitrix, _"but I'm gonna get the last laugh!" _

After slamming the dial down, his body was engulfed in emerald light. When the flash died away, it revealed a ghostlike form with black cracks over its body. This was the form known as Ghostfreak.

Zombozo looked up at Ghostfreak blankly for a brief moment before he smiled and shook his hands, indifferent. _"Nice try, kid," _He puffed out his chest and folded his arms. _"But I sell the tricks. I don't buy 'em." _

The wizards and cat groaned from Zombozo's quip.

"_I just figured out…that there's something I'm even more afraid of than you…" _Ghostfreak stated in his raspy voice. He reared back his right fist and delivered a right hook into Zombozo's face, making him stumble back and spin around a couple times. Ghostfreak then vanished from sight. _"…losing my family to some goofball, emotional vampire…" _The tube connected to Zombozo lifted him up in the air as he looked around with an angry mien. _"…in other words..."_Ghostfreak appeared behind Zombozo. The clown turned around just in time to see Ghostfreak's fist collide with his rubber nose, leaving a fist impression on it. _"…you're going down, clown." _

"Ha!" Natsu grinned. "Nailed him!"

Zombozo clenched his teeth and snarled, enraged. He remained silent as he looked around the tent, searching for any sign of his opposition. Suddenly, a wooden plank flew out of nowhere and smacked him in the head, sending the clown crashing into his Cy-Clown machine. It surged with blue electricity, causing the the blue orbs on the machine to explode.

The Ultimate Team felt a shiver go up their spines as the wailing forms of the various ghosts flew out of the machine. One of them flew into Gwen's body, which caused her to return to normal.

Still attached to the tube, Zombozo hovered out of the wreckage of his device, glaring up at Ghostfreak. _"I'm warning you to back off." _he threatened.

"_You wanna see something…really scary…" _Ghostfreak reached toward his abdomen and pulled open his skin, releasing a volley of horrendous grey tentacles.

Lucy and Happy both screamed while Natsu, Gray, and Erza's eyes widened in shock. They certainly felt a little pity for Zombozo at that moment.

Zombozo's eyes widened in terror as he jumped back, crashing into his wrecked machine once more. The tube disconnected, causing him to fall to the floor. He quickly crawled back toward the destroyed contraption and rolled up into a ball, trembling in trepidation.

"_Oh…now don't tell me you're afraid of ole Ghostfreak." _The ghostlike being rasped, leaning closer toward the frightened clown.

Zombozo looked away as he shielded his face with his hands. _"Please…no more!" _He begged.

Ghostfreak held out his hands, unsheathing his talon-like fingers. _"Boo!"_

In response, Zombozo's head and body swelled up and exploded in a cloud of smoke and confetti.

The group's jaws dropped as they watched the scene, dumbfounded.

"W-what the hell just happened?" Natsu stuttered.

"Yah know," Azmuth rubbed his chin, "I'm not quite sure what happened then."

"_Whoa," _Ghostfreak looked down at his hands, equally dumbfounded. _"That kind of even freaked me out." _

In a flash of red, Ghostfreak transformed back to Ben. He immediately turned his attention to Gwen, who was still unconscious, and ran over to her.

All of a sudden, the setting began to contort and fade away as the memory came to an end.

"I don't get what the point of that memory was." Natsu admitted, scratching his head in confusion.

Erza turned to the Dragon Slayer. "It was when Ben conquered his fear of clowns." She explained.

"Yes," Azmuth approved. "It was a moment when he realized that losing his family is his worst possible fear."

"Hmm…" Gray nodded in understanding. "Makes sense…"

"Was this Zombozo the one you mentioned 'that could be considered worse than Vilgax'?" Erza questioned skeptically.

"Yeah right," Natsu snorted. "That guy might've been creepy, but there's no way he's as strong as that octopus dude."

"For once, you actually say something that makes sense." Gray conceded.

"After that incident, Zombozo became a minor nuisance to Ben." The subconscious explained. "You'll see for yourselves who became one of Ben's greatest enemies in the next memory."

Azmuth held out his hand and summoned another glowing green bubble. The Ultimate Team walked through it and moved onto the next memory; however, they were becoming more anxious and confused as to why the Entrapment spell had not made another move yet.

…

The Ultimate Team's sight was blinded by a bright flash momentarily. When it faded, the team looked around to see they were in an area of trees, sidewalks and benches, and open grassy spaces. Beyond the tree-line, tall, metal and glass buildings could be seen. The size of the buildings known as skyscrapers certainly impressed the group.

"What is this place?" Natsu asked.

"Judging by this setup, I would say this is a park of some kind." Erza suggested, turning her head and surveying the area.

"You would be correct." Azmuth replied, who was sitting on Erza's left shoulder plate once more. This didn't bother the scarlet-haired knight one bit.

"Oh…you mean like South Gate Park in Magnolia." Happy implied.

"Oh, I get it now." Natsu realized.

"_Help!" _a child's voice cried out. _"I can't get down!" _

The wizards and cat turned around to see a small, brown-haired boy wearing a blue hoodie hanging onto a branch in a tree. Below the tree were none other than the ten-year-olds Ben and Gwen.

"_Don't worry! We'll come up and get you." _Gwen assured.

Ben cocked a brow at his cousin. _"We…?" _

Gwen turned to Ben with an annoyed look. _"Hey…you're the one with all those alien heroes at your fingertips." _She retorted.

The young hero ignored her and walked toward the tree, activating the Omnitrix. In a flash of green, Ben transformed into the orange-furred, dog-like alien known as Wildmutt. The only difference the wizards who had seen this form in the Tower of Heaven noticed, other than the smaller size, was that the Omnitrix dial was positioned on a black and white badge on its left shoulder.

Wildmutt unsheathed his claws and proceeded to climb up the tree.

"_Oh…good thinking…" _Gwen remarked sardonically, turning around with an irritated expression. _"Turn into the vicious, drooling alien attack dog to save the scared kid out of the tree." _

Wildmutt growled in response from Gwen's snide comment, and then continued climbing the tree.

"Is that Ben's dog-form?" Natsu wondered, pointing at the orange Vulpimancer.

"It's called **Wildmutt**, flame-butt. Can't you even remember the names of his aliens?" Gray scolded, which caused the Dragon Slayer to turn to Gray with an angry glare.

"Look who's talking mister 'I Can't Keep My Clothes on for Ten Minutes'!" Natsu countered.

"Watch it, dragon-breath or…" Gray started to shout back until Lucy tapped him on the shoulder. He looked over as she silently pointed down. The onyx-haired wizard's eyes followed the direction and found his clothes strewn into a pile, and immediately realized he was in his boxers again.

"How long was that?" Gray inquired calmly, not bothering to freak out.

"Nine point six minutes" Lucy responded. "So far, that's gotta be a new record."

Meanwhile, Erza and Happy's attention was focused on Wildmutt crawling across the branch to the child, who was cowering and covering his face in fear.

_"It's okay. I'm here to get you down."_ Wildmutt assured to the kid in Ben's young voice.

"Wait..." Happy blinked owlishly.

He and Erza turn to stare at each other.

"Did Wildmutt just talk!?" Erza and Happy yelled simultaneously.

"Huh?" the others uttered, confused.

Lucy, Natsu and Gray stopped picking up the latter's clothes to look at the redheaded wizard and the blue cat, and then up at the tree. Wildmutt had indeed spoken, but it got even freakier.

"I don't want to 'get down'..." A familiar freaky, raspy voice hissed. The child turned his head to reveal a large, single purple eyeball staring out from its forehead with black cracks in the skin around it.

"WHAT THE FISH!?" Happy screamed as he hid behind Lucy, frightened.

Wildmutt let out a yell of alarm as the child seemed to melt into the tree branch, which morphed into a grey claw-like hand; much to the others' shock.

"Whoa...is this a nightmare?" Natsu wondered, alarmed by this development.

The whole tree then mutated into a freaky, ghostlike creature, all grey and possessing the same eye that had been on the kid, was now glaring down at a horrified Wildmutt. It was then the group realized that the creature strongly resembled Ben's form, Ghostfreak.

"How did you know?" Lucy asked in fearful sarcasm.

"I had a similar dream, only it's Gray turning me into a block of ice, and then him chowing down on me." Natsu whimpered as the whole area around them turned into a bottomless void.

"Yuck!" Gray groaned in disgust. "Like I'd ever put _YOU_ in my mouth!"

"Whoa. There's an innuendo." Lucy chuckled, but that only briefly took her mind off the fear.

_"LEAVE ME ALONE!"_ Wildmutt cried out in fear, only to be thrown into the giant hand he tried to avoid.

_"You can't get away from me..." _the giant Ghostfreak hissed,_ "…always the Hero…what a waste of potential!"_ He sighed in a slightly regretful tone, before his voice became sharp and his eye seared toward Wildmutt with an impatient, angry stare. _"You want to be helpful? GET. ME. OUT!"_

_"AHHHHHHHHH!" _Wildmutt screamed.

All of a sudden, there was a flash of light, and the gang found themselves in another greenish-black void.

"Mind telling us what _THAT_ was all about!?" Erza gasped, once she and the others had calmed down.

"THAT was a nightmare." Azmuth explained. "And we are transitioning to a memory of the next day. Ben woke up, which is why we were transported to this void."

"I thought we were just seeing his memories, not his past dreams." Natsu complained.

The subconscious form turned to the Dragon Slayer with a stern look. "That 'dream' happens to hold more significance than you can possibly wrap your pink head around!" He snapped.

"Hey! Don't dis the pink hair!" Natsu growled, sparks shooting from his clenched teeth.

Erza sighed before turning her gaze to Ben's subconscious. "So, is it normal for Ben to have nightmares about his aliens?"

"In this case? No…" Azmuth's voice lowered into a frightened tone. "In all honesty, it was the precursor to a terrifying event; one that would haunt Ben for years to come and provide him with an enemy even MORE fearful than Vilgax."

"Oh, c'mon!" Lucy yelled, alarmed. "You can't just say things like that and expect us to remain calm!"

"Then by all means, panic." Azmuth suggested. "What you're about to see is gonna make you even more nervous."

In another bright flash, the void around the Ultimate Team disappeared as they transitioned to another scene. They were now in what appeared to be a gymnasium, judging by the wooden floors, bleachers, and laid out floor mats. However, what quickly caught their attention were three, weird-looking individuals wearing matching outfits.

One was a lean man with wrinkly, pale skin and a bit of a hunched back. He had two bits of straight black hair poking out from the front of his head. Though his eyes were red, his right eye had a large pupil while the left eye had a smaller pupil. He wore an outfit that was black with bright yellow stripes on his arms.

The second character was a curvy female with pale skin and wore a black, body-fitting outfit with yellow stripes on her arms. Her hair was quite bizarre. It was orange and tied into five tendrils with black balls at the end.

The third figure was the biggest of the trio. He had a hulking body and wore a similar outfit as his two comrades. What really separated him from the other two, and disgusted the group, was the giant toenail on his bald forehead.

"Who are those guys?" Gray asked.

"What's with the giant toenail on that big guy's head?" Happy added.

"Or that chick's hair?" Lucy pointed at the orange-haired female.

"Or that guy's eyes?" Natsu uttered, looking at the lean man's pupils.

"These three misfits are known as the Circus Freaks." Azmuth answered. He took his usual position on Erza's shoulder. He then pointed at the lean, hunchback man. "That is Acid Breath." He turned to the orange-haired woman. "That is Frightwig." He then pointed to the final member of the trio. "And that big, but incredibly stupid guy there is Thumbskull."

"Weird names…" Gray noted.

"Circus Freaks, huh?" Natsu repeated.

"I can certainly see why they got that name." Happy commented.

Currently, the Circus Freaks were laughing hard at a security guard they had tied up to a couple banners attached to the gym's ceiling. Suddenly, a set of doors open to reveal Ben walking in. The Freak's laughing immediately ceased as soon as they spotted the young hero.

"_You guys again?!" _Ben shouted incredulously.

"_It's that kid who took down Zombozo." _Thumbskull said.

Erza glanced at the subconscious manifestation on her shoulder. "How do they know of Zombozo?"

"They used to work for him, but that was before Ben defeated him." Azmuth replied simply.

Frightwig stepped forward and glared at the pre-teen boy. _"That was a sweet gig working for that clown, and you ruined it! Now, it's payback time." _She stated angrily.

"_A little Heatblast action should light a fire under you freaks." _Ben remarked as he activated the Omnitrix and slammed down the dial. In a usual flash of emerald, Ben transformed; however, instead of Heatblast, he changed into his scariest form yet.

"_Ghostfreak…?" _Ben looked at himself in what appeared to be shock, given his widened purple eye. _"I didn't pick you!" _

"_Nice trick, kid." _Acid Breath remarked.

Thumbskull ambled over to the bleachers and, shockingly, ripped out a few sections of seats with little effort. He lifted the wooden and metal load over his head and tossed it at Ghostfreak, which crashed down on him as a dust cloud filled the gym. Acid Breath cocked his head back and spat out a stream of powerful green acid. The debris sizzled and steadily dissolved upon contact from the highly acidic spit.

"Ewwww! Gross!" Lucy grimaced, repulsed.

"So that's why he's called Acid Breath." Natsu said in understanding.

"_But we ain't scared of no ghosts." _Acid Breath quipped, earning a round of full hearty laugher from his comrades.

Suddenly, Ghostfreak phased out from the acid-covered debris unscathed; however, for some unknown reason, the team could feel a much creepier, bone-chilling aura emanating from Ghostfreak.

"_You should be!" _Ghostfreak hissed angrily.

Ghostfreak charged at the nearest Circus Freak, which happened to be Acid Breath. The other two Freaks dived out of the way as Acid Breath spat another blast of acid. This time, Ghostfreak went intangible and phased through the floor before the attack could hit him. He came back up underneath the floor mat beneath Acid Breath's feet and lifted them both into the air, and casually tossed them into the wall. The acid-spitting man slammed into the wall first, and then the mat slammed into him. He collapsed on the mat on the floor, unconscious.

Thumbskull charged Ghostfreak from behind, but the Ectonurite saw it coming. He became invisible/intangible and phased through the hulking Freak. Thumbskull turned his head around to find his opponent, but to no avail. Suddenly, Ghostfreak appeared behind Thumbskull and stuck his hands, which were still intangible, into his skull. As a result, the toenail-headed giant let out a loud, pain-filled yell and collapsed to his knees.

Frightwig reared her head back and whipped her hair tendrils at Ghostfreak, which entangled around his left wrist. Gray let out a yelp of alarm when Ghostfreak phased through the floor with Frightwig's hair still wrapped on his arm and slammed her head into it. When she tried to get up, his hand reached out of the floor to grab her face and repeatedly slammed her it into the floor.

"What the hell is he doing?!" Gray shouted.

Lucy covered her mouth in shock while Erza was clenching her hands at her sides in dismay at seeing Ben act so ruthless.

"The guy's gone nuts!" Natsu exclaimed, shocked. "He's never acted like that before!"

"_Something's wrong!" _the gang turned to see Grandpa Max and Gwen standing at the gym doorway. _"I've never seen Ben so vicious!" _Max continued, staring wide-eyed at his grandson.

Gwen rushed forward with shock and outrage plastered on her features. _"YOU'RE TRASHING THE WHOLE GYM!" _she screamed. _"Are you TRYING to ruin my chances of getting accepted here?!" _

The team stared at Gwen for a moment and blinked, dumbfounded.

"Is she serious?" Gray questioned, cocking his brow.

"Is that all she cares about?!" Lucy yelled in disbelief. "Getting accepted into a school?!"

"This school is called Bancroft Academy." Azmuth explained. "Back then, Gwen was very obsessed in getting accepted here because of its nationwide prestige." The subconscious form closed his eyes, and then scoffed. "But if you ask me, it's just a school full of arrogant snobs and posers."

When Gwen didn't get a response, she started to become even more incredulous. _"Ben, answer me!" _

The air seemed to go cold as Ghostfreak slowly turned around, seemingly gazing deeply into Gwen's soul with his one, purple eye.

"_Ben's not here!"_ the cold and raspy voice hissed out, causing Gwen's angry expression to drop instantly.

The group's mouths dropped as their eyes widened in shock form the uncharacteristic tone in Ben's voice.

Suddenly, Ghostfreak appeared in front of Gwen. _"BOO!" _the orange-haired girl yelped in fear as she fell on her butt, earning a round of raspy laughter from the ghostlike alien.

Without warning, a brown leather punching bag flew out of nowhere and smacked straight into Ghostfreak, sending him into a wall. As Thumbskull and Frightwig rushed for the gym's other doorway, the former picked up an unconscious Acid Breath and slung him over his broad shoulder.

Ghostfreak phased out from the punching bag, unharmed from the blow. _"Guess they didn't learn their lesson." _He rasped as he flew after the trio.

Without a moment's hesitation, the Ultimate Team followed after the ghostlike alien. After a moment, they finally discovered Ben in a small corridor alcove. They were relieved to see that Ben had timed out and was now human again.

"Geez…am I glad Ben isn't stuck as that ghost form." Happy chirped in relief.

"_Man, I'm glad to be rid of that freak." _young Ben seemed to echo Happy's thoughts.

"That was quite disturbing." Erza stated. "Why was Ben acting like that?"

"_Awww! And I thought we were close…" _a familiar, cold, raspy voice said.

Ben and the Fairy Tail group jumped in fear and alarm. Unbelievably, Ghostfreak was hovering over the young Ben Tennyson. The wizards' and cat couldn't believe their eyes. How could this be?

"HOLY SPIT!" Lucy screamed in horror.

"No way…" Gray whispered; his eyes bulged in alarm.

"Wha…" Erza gasped. Unexpectedly, she reached out and clutched onto Happy and crushed him into her chest-plate in order to comfort herself. It was bizarre to be afraid of one of Ben's aliens; however, they'd never radiated this aura of fear, evil, and hatred.

"What's happening?!" Natsu shouted at Ben's subconscious. "How is that ghost guy out?! I thought Ben WAS him!"

"_So nice to finally meet you… face-to-face!" _Ghostfreak hissed.

Ben didn't respond immediately as he was frozen in fear and shock, and honestly, the gang couldn't blame him. They were experiencing the same emotions as well.

But the young hero finally managed to regain his ability to speak. _"This can't be happening! You can't be you! I'm you!" _Ben shouted, desperately trying to rationalize the situation in his ten-year-old head.

"_I was NEVER 'you'!" _Ghostfreak rasped angrily. _"An Ectonurite's consciousness exists even in a few strands of DNA! When the sample was taken for the Omnitrix, I was trapped inside!" _

Ben was speechless upon this revelation…as were the others.

"That…_THING_ was alive inside of Ben's watch?!" Natsu shouted. He then shuddered. "Man…this is way too freaky…"

"And he doesn't sound happy about being in there…" Erza muttered worriedly.

"Indeed. He was not." Azmuth quipped, standing firmly on Erza's shoulder, but looking no less worried; however, a bit of it was channeled to poor Happy still being crushed against Erza's chest-plate. "I suggest you all brace yourselves."

"Why?" Gray asked.

"_But now," _Ghostfreak continued, catching the gang's attention, _"I can reveal my true self!" _

All of a sudden, long, uneven black talons sprouted out from Ghostfreak's hands. His white-and -black cracked skin began to rip away, showing greyish-purple skin underneath. A volley of squiggling grey tentacles burst from his stomach area. He reached up and ripped off the white skin on his face, revealing an upside-down deformed skull that had a black crack on the left side with a single purple eye that burned with malicious intent. Its lips were black as night while its teeth were jagged and uneven.

Lucy and Happy screamed in horror whilst freaked out expressions took hold on Natsu and Gray's faces as they sweated bullets. Erza, meanwhile, stared at the former Omnitrix alien with bulging eyes and an apprehensive look.

"WHAT IS THAT THING?!" Lucy squealed, horrified.

"That…is Ghostfreak's _true_ form." Azmuth replied calmly. "I warned you to brace yourselves."

"Its head is upside down!" Natsu exclaimed, shocked.

"Wait to go for stating the obvious, flame-pants." Gray remarked.

The Dragon Slayer glanced at the ice wizard with a harsh glare. "At least I'm wearing pants, popsicle." He retorted.

Gray was about to counter until he realized he had once again stripped down to his boxers. The onyx-haired teen simply sighed and proceeded to put his clothes back on.

"_And I thought you were ugly before…" _Ben mused.

"Pft" Natsu snorted, crossing his arms over his chest. "Ain't that the truth…"

"A-Aye, sir" Happy stammered, still shaken up from seeing Ghostfreak's true form.

"_What do you want?" _young Ben demanded.

"_I need the power of the Omnitrix to make me whole again." _Ghostfreak answered. The already scary aura surrounding Ghostfreak intensified as he floated closer towards Ben. _"To do that, I have to take over your body." _

The Ultimate Team's eyes widened upon hearing the ghostlike monster's statement.

"What?!" They shouted simultaneously.

"Take over his body?" Lucy gasped.

"Man, this is getting creepier by the minute." Gray commented.

'_Take over his body? Like how that beast took over Elfman's body two years ago?' _Erza wondered.

The gang's attention was brought back to Ghostfreak as he continued, _"Now…let's see how you like being trapped inside someone else!" _

Ben stepped out from underneath the alcove, shielded his face with his arms, and closed his eyes. As the released Omnitrix alien reached out for Ben, his greyish-purple hand sizzled and burned as soon as it came in contact with the sunlight.

Ghostfreak let out a painful shriek as he moved backwards, phasing through the wall and out of sight. Ben uncovered his eyes to see Ghostfreak nowhere in sight. Still panicked, Ben turned around and bumped into his Grandpa Max and cried out in alarm.

"_Ben...take it easy." _Max placated, resting his hands on his grandson's shoulders. _"You look like you've just seen a ghost." _

Ben looked back at his grandpa with a nervous expression.

"Whoa…what happened there?" Gray pondered, mentioning the incident with Ghostfreak.

"That's weird." Natsu noted, scratching his head. "As soon as that thing reached out for Ben, his hand started burning."

Erza narrowed her eyes. She had observed what had transpired and came to a conclusion. The scarlet-haired knight glanced at Azmuth on her left shoulder. "It was the light, wasn't it?"

The subconscious form nodded. "Yes. Clever girl"

"Light?" Natsu repeated. "Wait a second…I don't remember Ben having that problem when he changed into Ghostfreak!"

"Aye, me too." Happy chimed.

"When the original Ghostfreak escaped from the Omnitrix, his body was incomplete. He no longer possessed his resistance to sunlight." Azmuth explained. "That is why he needed to remerge with Ben…so he'd be whole again."

"I see." Erza nodded.

"Well…does he merge with Ben again?" Natsu asked.

"Let's find out. Shall we?" As soon as Azmuth said that, the scene began to contort and reshape itself.

When the scene finished reconfiguring, it was nighttime and the Ultimate Team was now standing in the middle of Bancroft Academy's schoolyard. The group soon spotted Grandpa Max, Ben, and Gwen walking along a sidewalk. The former was carrying an odd handheld device that was blinking and beeping.

"_We've been at this for hours." _Gwen complained. _"If Ghostfreak trashes the campus, I'll never get admitted!" _

Max and Ben stopped and looked back at her incredulously. In response, Gwen smiled and rubbed the back of her neck in a sheepish manner. _"Not like that isn't important as saving all these innocent people…" _

"Geez…she's really hung up on going to this school, isn't she?" Gray said.

"Aye," Happy agreed.

"I don't get why though. It's just school." Natsu proclaimed offhandedly.

Gray scoffed as he crossed his arms over his chest. "A little schooling wouldn't be bad for you, flame-dunce."

Natsu turned to the ice wizard and glared sharply. "Watch it, stripper! Besides, I got enough school with Erza as my teacher." He shuddered at the memory from years ago. "I still have nightmares…" he muttered to himself.

However, Erza's hearing was sharp enough to overhear what Natsu said. "Was there a problem with my teaching, Natsu?" She questioned calmly; although, a dark aura was wafting off her body.

Natsu took a few cautious steps back and began to sweat nervously. "NO! No! Not at all!" He waved his hands in a placating gesture. "You're the best teacher a student could ask for!"

"Hmph…" Erza smirked and closed her eyes in satisfaction. "Why thank you, Natsu. I always thought my teaching skills were superb."

Lucy leaned over to Happy and whispered, "I heard about Erza teaching Natsu how to read and write when they were young. Is she really a good teacher?"

"If you call threatening to deprive Natsu of food or sleep unless he answered his vocabulary correctly 'good teaching', then yeah Erza's the best teacher in the world." Happy deadpanned.

The team diverted their attention back to the memory transpiring before them. Grandpa Max walked forward and stopped in front of a stone archway before looking back at his grandchildren.

"_I'm picking up on some trace spectral activity from around that corner." _Max informed.

"Huh…?" Natsu uttered, a question mark appearing over his head.

"It means that he's picked up on Ghostfreak's location." Azmuth clarified.

"Well why didn't he just say so?" Natsu argued.

The subconscious manifestation simply sighed, exasperated.

"_Okay, let me get my game face on." _Ben grinned.

He pressed a button on the side of his Omnitrix, causing the dial to pop up. He scrolled until he found the form he wanted and slammed down the core. In a flash of emerald, Ben was now a hulking, four-armed creature with red skin. It wore tight black pants and a white shirt with a black stripe going down the center; much like the shirt design he wore as a human. The Omnitrix dial was positioned on his top left shoulder.

"_Hey…I meant to do that!" _Four Arms commented; referring to how he got the alien he dialed up. He walked forward with confidence in his strides. _"Maybe I'm finally getting the hang of this thing." _

Before anyone could comment, the sounds of screaming filled the area. Everyone turned to see a group of students running down a flight of stone stairs from a building with a clock tower. The Ultimate Team followed right behind Four Arms, Max, and Gwen as they ran toward the commotion.

Casually walking out from the building was Thumbskull and Frightwig with one of her hair tendrils wrapped around a panicked, black-haired schoolgirl.

"_I haven't got time for you freaks. So the party's over!" _Ben stated.

"_You got it all wrong, muscle head." _Frightwig retorted, folding her arms over her ample chest. _"It's just about to _really _get rolling!" _

Acid Breath stepped into view; however, there was something different about him. He was giving off a spine-chilling aura. In addition, the cracked skin around his eyes was black while his iris was purple.

"Uh…does the acid spit guy look different to you guys…?" Natsu asked.

"Acid Breath," Happy corrected.

"Whatever…" Natsu retorted.

"Now that you mention it, his eyes look _really_ creepy." Lucy noted.

"Creepier than before," Gray mentioned.

"_And…it's a surprise party." _Acid Breath added in a familiar, raspy voice. All of a sudden, much to the gang's shock, Ghostfreak phased out of Acid Breath's body.

"W-what the hell?!" Gray stammered, alarmed.

"How did he do that...?" Happy's eyes bulged out.

"Oh yes…I forgot to mention that Ghostfreak is capable of possessing people's bodies and minds." Azmuth explained.

"WHAT?!" the team cried, turning to the little alien in shock.

"_Hello Ben…have you been working out?" _Ghostfreak taunted.

"_Ghostfreak…?" _Four Arms said.

"_Ugh…" _Gwen looked away in disgust. _"Major horror show…" _

"Tell me about it…" Lucy muttered.

"_You ain't seen nothin' yet!" _the ghostlike alien remarked.

Without warning, Ghostfreak became intangible, flew towards Four Arms, and proceeded to take over his body; instead, his form changed into a grey paste that stuck to Four Arm's body. The Tetramand grunted as he grabbed the paste and pulled hard. After a short moment, he finally ripped off the substance and tossed it away, which instantly reformed into Ghostfreak.

"What happened then?" Gray wondered.

"_Ah…it seems I cannot merge with your alien forms." _Ghostfreak realized.

"Guess that explains it," Lucy concluded.

"_No matter," _the Ectonurite continued, _"time is on my side. You will be human again soon enough."_

"_But we have a surprise of our own!" _Max quipped as he pulled out a high-tech gun with a big light-bulb at the end.

When he pulled the trigger, the gun fired a brilliant blue beam at Ghostfreak. The Ectonurite managed to dodge a direct hit, but the light still grazed his hand and caused it to sizzle and smoke.

"_AHH!" _Ghostfreak shouted in pain. _"Daylight at night!?" _

"Whoa!" Natsu remarked, surprised. "What was that?"

"_Sun-Gun" _Max stated, taking aim at Ghostfreak once more. _"Projects a beam as bright as sunlight." _

"_Clever…" _Ghostfreak flew to his left to avoid another light-beam. _"But not clever enough!" _

Ghostfreak swiftly escaped into Thumbskull's body before the light could touch him. The Ultimate Team was taken aback when black cracks started to spread around his eyes and he started to grind his teeth in agony.

"_I…hate…this…!" _Thumbskull strained.

"Man…this is really freaky." Natsu commented.

"Aye," Happy stammered.

Thumbskull ceased his struggling and looked down at Ben, Gwen, and Max with purple eyes and a sinister smile.

"_As long as I am in a host's body, your weapon has no effect!" _Ghostfreak/Thumbskull rasped.

The possessed Freak charged forward and sent a right hook into Four Arm's chin, making him stumble back a few meters. Ghostfreak/Thumbskull charged at him again, but Ben was quick to sidestep out of his path, causing him to crash into a stone statue. A cloud of dust was thrown up and clouded the freak's vision. As it finally settled, he was taken by surprise when Four Arms snuck up behind him. He wrapped his large arms around the freak's torso and fell backwards, smacking him hard into the ground.

Frightwig slapped her forehead in frustration while Acid Breath quickly ran in to assist his comrade. Meanwhile, Four Arms picked up Ghostfreak/Thumbskull and ran straight through a tree and two statues before tossing him away.

"That was cool!" Natsu grinned excitedly.

"Aye, sir!" Happy chimed.

Acid Breath reared his head back and exhaled a stream of deadly acid at Four Arms. The Tetramand ran to his left and dived behind a flowerbed for cover. The flowers and the stone bricks sizzled and melted instantly.

"Ugh…" Lucy grimaced. "I don't think I'll ever get used to seeing that."

"You and I both…" Gray agreed.

Four Arms looked over the pile of melting stone to see Acid Breath leap up on top of Ghostfreak/Thumbskull's shoulders. Ben could see they were planning to use their abilities in sync to overwhelm him. He immediately took action and sprinted forward. Before the duo could make a move, Four Arms clotheslined Acid Breath; which caused him to fall to the ground unconscious. Ghostfreak/Thumbskull retaliated by jumping at him, but the Tetramand saw this coming and threw the hulking freak over his shoulders, sending him crashing into the stairs.

Ghostfreak exited from Thumbskull's body and swiftly entered Frightwig's. Black cracks appeared around her eyes while her pupils turned purple. Ghostfreak/Frightwig glared down at Four Arms and proceeded down the stairs, tossing the frightened girl entangled in her hair tendrils away in the process.

The student screamed in terror; however, before she could smash into the concrete sidewalk, Gwen jumped in the way and broke her fall. Though the school girl was shaken up, she was physically unharmed.

As Ghostfreak/Frightwig charged at Four Arms, he attempted to grab the possessed freak. But she dove between his legs and wrapped her hair tendrils around his ankles. When she popped up behind him, she pulled and brought Four Arms straight to the ground. She pulled once more and amazingly tossed the red four-armed alien a few meters in front of her.

Four Arms lifted up his head and scowled at the orange-haired woman. She stretched out her ball-tipped tentacles and whipped them at her foe, but Ben skillfully blocked each attack with his hulking forearms. When one of her hair tendrils got caught around his upper left wrist, he pulled back his arm and pulled her off her feet, causing her to fly straight towards him.

As she opened her eyes, she could see Four Arms was now holding her by both shoulders and was glaring right into her purple eyes. In a matter of seconds, Four Arms took Frightwig's long hair and tied it around her body, and tossed her away.

"Wow…he took care of them without a hitch." Lucy commented, impressed.

"Of course he did. This is the form that gave Erza and Laxus a run for their money." Gray mentioned.

Erza crossed her gauntlet-covered arms over her breastplate and glanced the other way. "I would've handled him if he hadn't changed into Lodestar."

"Sure you would've…" Gray muttered.

Erza overheard what the ice wizard said and glanced at him with a scary expression. "What was that?"

"NOTHING!" He yelled, panicked.

"_Go ahead and play 'musical freaks' all yah want, I'll just kick their butts!" _Four Arms stated, punching his upper left palm for emphasis.

"_You're right." _Ghostfreak admitted as he phased out of Frightwig. _"Maybe I need a new partner." _He then turned his upside down, deformed skull to Gwen, who was comforting the frightened girl. _"Someone…more interesting for you to battle." _

"Wait…he's not going to…" Lucy stuttered, fearing what was about to happen.

"Unfortunately," Azmuth spoke out, "he will."

Ben realized what Ghostfreak was implying; however, he was too late to act. _"Gwen! Look out!" _He warned.

Gwen turned to Four Arms only to see Ghostfreak coming straight for her, prompting her to let out a terrified scream. The ghostlike alien entered Gwen's body through her mouth, which forced her to her hands and knees. The skin around her eyes cracked and turned black while her iris became purple, signaling that Ghostfreak now had control over Ben's cousin.

"Oh no…" Happy dreaded.

"That's not good." Gray noted.

Gwen let out a raspy chuckle; much to the team's disturbance. _"Too late!" _Ghostfreak/Gwen taunted. _"Let's have some fun!" _

Suddenly, Ghostfreak/Gwen jumped in the air to perform a roundhouse kick into Four Arms' face, but he stepped back to elude the hit.

The Ultimate Team watched in surprise at the possessed girl jumping around and delivering swift blows at Ben. Most of them were easily avoided or blocked, but a few managed to hit their mark; not that they really hurt Four Arms.

"Whoa…how is she able to move like that?" Lucy inquired.

"Is it because of Ghostfreak?" Erza turned to Azmuth on her left shoulder.

The subconscious mind shook his head. "No. Gwen has excelled in the martial arts since she was a young girl."

"So…is she a better fighter than Ben?" Natsu asked.

"Indeed she is." Azmuth nodded. "In fact, Ben learned most of his fighting skills from her, actually."

The gang turned their attention back to the fight to see that Ghostfreak/Gwen had latched onto Four Arms' upper right arm. Ben responded by shaking her off and tossing her face-first into a stone wall. When she hit the pavement, the black cracks around her eyes disappeared.

Gwen placed a hand on her head from the sudden pain she felt. When she opened her eyes, the first thing she saw was an angry Four Arms walking up behind her.

"_Ben?"_ Gwen spoke in her normal voice. "_What are you doing?"_

All of a sudden, Gwen's eyes turned purple as the black cracks reappeared, signifying that Ghostfreak had reclaimed control. She spun around and used her arms to propel her feet into Four Arms' face, and then used it to springboard herself onto the stone wall. Amazingly, she began to crawl straight up the wall like a spider.

"How the heck is she doing that?" Happy said, surprised.

"What can I say?" Azmuth shrugged nonchalantly. "Gwen does have skills."

"It's too bad Ghostfreak is using them against Ben." Gray noted.

Four Arms effortlessly scaled the wall after Ghostfreak/Gwen whilst Max conveniently climbed up a ladder a few feet away.

Suddenly, the team was engulfed in a white flash and reappeared on top of the stone wall.

"That's handy." Gray commented, referring to the scene transition.

Four Arms pulled himself over the ledge and faced down his possessed cousin. However, before he could make a move, a familiar bleeping sound filled everyone's ears. Ben gasped as he glanced down at the Omnitrix dial that was now blinking red.

"_Ah…" _Ghostfreak/Gwen sneered. _"Music to my ears…" _

In a flash of red, Ben transformed back to human. He slowly backed away as his possessed cousin menacingly sauntered toward him.

"This can't be good." Natsu commented.

"Yah think," Gray snapped.

"Ben's in trouble now." Happy added.

"_Ben!" _

The Fairy Tail team turned around to see Max kneeling on the wall's ledge with the Sun-Gun in hand. He tossed it at Ben, who then caught it and turned around to take aim at Ghostfreak/Gwen.

"Maybe not…" Erza said.

"_Come on out so I can fry your pale butt!" _Ben exclaimed furiously.

The sinister smile on Ghostfreak/Gwen's face never left as she took a few steps forward, and put her hands on her hips nonchalantly. _"I have a better idea: drop the weapon and I'll meld with you and take over the world." _

Natsu scratched his head, confused. "How is that a better idea?"

"It's not." Lucy sweat dropped. "He was being sarcastic, Natsu."

"Oh…" Natsu's eyes brightened from realization.

"Idiot…" Gray muttered under his breath.

However, the ice wizard's insult didn't escape Natsu's highly sensitive ears. "What'd you say?!" he roared.

"_Fat chance!" _Ben retorted.

Ghostfreak/Gwen then jumped on top of one of the stone columns lining the bridge, a step away from the ledge. _"Then you better hope your cousin knows how to fly!" _She grinned sadistically. _"It's your choice, hero." _

The Ultimate Team narrowed their eyes and glowered at the possessed girl.

"That bastard," Gray remarked, clenching his fists tight.

"Come out of Ben's cousin and fight like a man!" Natsu shouted, enraged.

"Natsu…in case you didn't notice, that thing's not a man." Lucy pointed out.

"Yes, but that still is a cowardly trick." Erza frowned. "Threatening to kill a member of his family to get him to surrender…it makes me sick."

Ben anxiously glanced back-and-forth between the Sun-Gun and his possessed cousin. Ghostfreak/Gwen smirked as she took a step back, just centimeters away from falling off. Then, without warning, the black cracks on her face and her purple eyes vanished and returned to normal.

Gwen groaned as she placed a hand on her head. _"Ben…?" _She looked around in confusion. _"W-what's happening?" _

As Ben lowered the light-based weapon, the Circus Freaks jumped onto the wall a few meters to his left. As a result, the black cracks and purple eyes returned to Gwen's visage.

"_The next sounds you hear will be your cousin's screams as she takes a big dive! HAHAHAHA" _Ghostfreak/Gwen cackled.

"Creepy…" Lucy grimaced.

Ben looked between the Circus Freaks and Ghostfreak/Gwen and, left with no other options; he dropped the Sun-Gun. Ghostfreak immediately exited Gwen's body, causing her to cry out in agony. Max quickly rushed over and grabbed her shoulders to prevent her from falling off.

Ghostfreak then levitated between Ben and the Freaks. _"Eliminate them both!" _He ordered.

"That dirty scumbag." Natsu snarled.

"What would you expect from someone as evil as him." Erza remarked.

"_We had a deal you Halloween reject!" _Ben yelled.

"_You had a deal with _me_! Not them." _Ghostfreak countered, pointing at the three Freaks, who had surrounded Max and Gwen. Frightwig entangled Max and Gwen in her powerful hair tendrils while Thumbskull got behind Max and wrapped his large arms around him.

When Ben's eyes darted to the Sun-Gun, he quickly dashed toward it. Unfortunately, he wasn't fast enough as Ghostfreak became intangible and stuck his long claws into Ben's arms. As a result, Ben shut his eyes and cried out in pain.

The gang's eyes widened from apprehension.

"Oh no" Lucy gasped. "What's happening?"

"Ghostfreak is attempting to meld with Ben's body." Azmuth answered impassively.

"_Ben! No!" _Max shouted.

As Ben squirmed and screamed in agony, a bolt of emerald lightning shot out from the Omnitrix. This immediately caught Erza's keen eye.

"What's going on now?" the scarlet-haired knight asked.

The device let out a bleep as the faceplate turned green, signaling that it was now fully recharged. Despite the pain, Ben activated the Omnitrix. Just as Ghostfreak began to melt into his body, the boy hero slammed down the dial. An emerald light engulfed Ben's body, causing the group to shield their eyes.

When the flash faded, the gang was anxious to see Ben nowhere in sight. Ghostfreak, however, was floating in his place.

"NO! Don't tell me that monster actually merged with him!" Erza cried, shocked.

"This is so freaky!" Lucy squealed, terrified.

"_Ah…together again. Just like old-" _Ghostfreak's rant ceased as he coughed up something to the ground. Under closer observation, the object he spat out was actually Grey Matter. The Fairy Tail wizards let out collective sighs of relief.

"_Ugh…that's enough to make me gag too." _Grey Matter quipped.

"He was in that thing's mouth?!" Lucy commented, repulsed.

"Hmph…it wasn't pleasing for Ben either." Azmuth huffed.

Grey Matter leapt on top of Frightwig's head like a frog. Frightwig released Gwen from her hair tentacles as she tried to get him off.

"_Get him you fools!" _Ghostfreak ordered.

Thumbskull released Max and pushed him away as he, Frightwig, and Acid Breath rushed at Grey Matter. As Frightwig reached up to grab the little alien, Acid Breath attempted to smack him off of her; however, the orange-haired Freak ducked under the blow. Thumbskull grabbed her by her leg, held her upside down, and shook her until Grey Matter fell to the ground.

While the trio was not looking, he swiftly jumped onto Thumbskull's back. The Circus Freaks looked around when they noticed Grey Matter wasn't in Frightwig's hair anymore.

"_Where'd that little pipsqueak go?" _Thumbskull said while turning around, showing the other Freaks that Grey Matter was sticking to his back.

Frightwig responded by smacking her hair tendrils into Thumbskull, which Ben eluded by jumping onto Acid Breath's face. As a result, he too was smacked in the head by Frightwig's hair while Grey Matter hopped on top of her head again. Thumbskull grunted in aggravation as he tossed a chunk of stone debris straight into Frightwig's face, which Ben avoided once more by hopping on top of Acid Breath's bald head.

Acid Breath swiped him off to the ground, where Thumbskull proceeded to step on him. Grey Matter looked up to see Acid Breath preparing to exhale acid vapors at him. He quickly hopped out of the way, causing Thumbskull's leg to get burned by the acid breath.

Ghostfreak yelled out in utter vexation. Natsu and Happy, meanwhile, fell over laughing while Gray was smirking in amusement. Even Lucy and Erza couldn't help but giggle at the Freaks' idiocy, despite the fact that they were used to it.

"OH MAN!" Natsu cackled. "That was hilarious!"

"Aye, sir!" Happy chirped.

"I can see why those three were in a circus now." Gray smirked.

'_I have to admit…that was quite amusing.' _Erza inwardly conceded.

The gang turned their attention back to the scene to witness Grey Matter running into a small crack in a wall down the pathway.

Ghostfreak flew after him and before he phased completely through the wall, he looked back at the Circus Freaks and commanded, _"Get them!" _

As the three Freaks raced after Max and Gwen, the Ultimate Team was once again consumed in a bright flash, signaling they had transitioned to another part of the memory. The gang looked around to see they were inside the school's clock-tower, standing on a catwalk. There were a few levels of wooden walkways below and above them, positioned throughout the structure.

"What is this place?" Erza inquired.

"This is the inside of Bancroft Academy's clock-tower." Azmuth responded.

"What're we doin' in here?" Gray asked.

Suddenly, the sound of child's yell snapped the team out of their conversation. They looked up to see Ben falling down the middle of the tower. He positioned himself to where he fell feet first on the catwalk the Ultimate Team was standing on. He fell to the floor, rolled on his side a few times, and hit the wooden railing.

"Oh…never mind." The ice wizard said.

"That had to hurt." Lucy cringed.

Without warning, Ghostfreak's deformed head phased through the floor, startling both Ben and the wizards.

Lucy, Erza, and Happy yelped in alarm while Natsu and Gray sweated in nervousness.

"Damn! That thing gets creepier the more I look at it!" Natsu remarked.

Ben quickly got up and ran down the catwalk with Ghostfreak trailing close behind him. The gang watched as the ghostlike alien slashed its claws at the boy hero, which Ben eluded by tripping over a toolbox and falling to the floor. He shook off the hit and spotted a mallet lying in front of him.

He picked up the mallet and swung it at Ghostfreak, but it was to no avail as it went straight through the alien's intangible body. The ghostlike alien responded by grabbing the mallet with his tentacles and swinging Ben into a steel girder above him.

The brown-haired boy cried out as he gripped the edge of the steel beam and hung on dearly. He strained to pull his chest up to the girder. Ghostfreak levitated behind him, preparing to merge with him once more.

"_Think of it Ben, with the powers of the watch and your DNA, I will be unstoppable." _Ghostfreak declared.

Ben glanced to his left to see a glimmer of white shining through the creases in the curtains. He narrowed his eyes in determination. Erza turned to Ben's gaze and immediately deduced what he was going to do. The boy hero swung himself onto a curtain, grabbed hold, and pulled it down, letting in the morning sunlight.

"_It's time you saw the light, freak!" _Ben quipped.

Ghostfreak cried out from instant contact with the light. Ben grunted when he fell to the catwalk beneath the large window. He quickly got up to see the ghostlike monstrosity trying to float into the shadows. The Omnitrix bearer ran over to the remaining curtains and pulled them down, letting the sunlight fill the room.

Ghostfreak's agonizing screams intensified while smoke began to billow off his body. The Ultimate Team watched on with expressions of mixed relief and horror as Ghostfreak's body turned black and began to crumble away. Just before his body was disintegrated and engulfed in bright violent flames, he let out a high-pitched squeal.

Ben leaned up against the wall and sat on the floor, breathing a sigh of relief.

The scene began to contort and fade away as the memory came to an end. As darkness formed around the group, they looked at each other with uneasy expressions.

"Man…I don't envy Ben for going through that." Gray stated.

"Me neither." Natsu agreed. "That whole experience was freaky."

"Aye, sir!" Happy chimed.

"Well, at least we don't have to see that ghost-monster thing again." Lucy assured with a smile.

"I wouldn't be so sure." Erza disputed. "We haven't faced any other Entrapment manifestations yet, and I would bet that is about to change."

The blonde's smile instantly vanished as she sulked. "Of course it will…"

"She's right." Azmuth appeared in front of the team. "In fact, I can already sense the Entrapment preparing to make its next move."

All of a sudden, the earthshaking roar of thunder startled the group. They looked up to see black storm clouds accumulating above them, purple lightning flashing through them. Erza narrowed her eyes in recognition. She summoned a sword and clenched her armored fist around the hilt.

"Prepare for battle!" Erza commanded.

"Oh yeah!" Natsu shrouded his fists in flames. "I'm all fired up now!"

"Good timing." Gray stripped off his shirt as an icy mist cast off his body. "I was itching for a fight."

"Okay…" Lucy said nervously, sweating profusely. "How about I just let you three take care of this while I stay back here and give moral support."

"Scared…?" Happy mocked.

"Shut up, yah stupid cat!" the blonde yelled.

"Hey…hold on a second." Gray interrupted. "Where's Azmuth?"

The team looked at Gray and then glanced around, finding no sign of the subconscious manifestation.

"But, he was just here…" Erza mumbled, confused.

"Ah man! Don't tell me he bailed on us again!" Natsu whined.

"Looks that way," Gray noted, annoyed.

"No matter," the scarlet-haired knight proclaimed, "we must be ready. I have a feeling this battle will be much harder than the last."

"Terrific…" Lucy grumbled.

Suddenly, the blank scene around the Ultimate Team began to contort and take shape. Within seconds, the gang was now standing in the middle of the Bancroft Academy schoolyard. The sky above was filled with onyx storm clouds and the flash of mauve lightning. All in all, the scene was quite creepy.

"What are we doing back here?" Gray wondered.

"Didn't we just see this memory?" Natsu asked, confused.

"This isn't a memory." Erza looked around, narrowing her eyes. "This is a battleground."

A loud flash of lightning caused the team, minus Erza, to jump in alarm. The booming roar of thunder soon followed. Then, the wind began to pick up violently. Lucy put her hands on her skirt to keep it from flipping up as Happy hung on to her shoulders to keep from flying away. Erza equipped another sword and resumed a fighting stance while Natsu and Gray followed her example.

"What's happening?!" Lucy cried.

"It's the Entrapment!" Erza shouted. "Just like before!"

"NO! This feels different…" Gray added.

Suddenly, five masses of dark clouds swirled above the Ultimate Team. The wizards could only look up as they were each trapped within their own respective twister. Within an instant, the gang began to cry out in agony. Each of them felt as if boiling toxins had been poured into their bodies.

Lucy fell to her hands and knees, hot tears streaming down her face as she clenched her eyes shut. She and Happy were the first to fall unconscious. Natsu fell to his knees and clutched his pink hair, the veins on his neck and temples throbbing madly. The Dragon Slayer let out a painful yell before he collapsed face first to the ground. Gray clenched his teeth tight until he finally let out a cry and fell too.

Erza dropped to a knee and gnashed her teeth as unbearable pain filled her body and mind. Her attempts to hold in her agony were proving futile. She looked around to see that she was enveloped in a dark twister.

'_No…Ben…' _She thought before she fell unconscious.

Meanwhile, observing the Ultimate Team fall from afar, a being of the darkness chuckled forebodingly. _**"It ends here." **_He rasped. _**"But first…let's have some fun." **_

…

Gray's eyes suddenly snapped open. He breathed deeply as he lied on the snow-covered ground for a brief moment, completely clueless. Wait…snow? The onyx-haired wizard quickly sat up, looked around, and gasped. He was in the middle of a destroyed village. The buildings all laid in ruin.

"How did I get here…?" Gray thought out loud. "Wasn't I…"

He remembered standing alongside his friends, preparing to battle another Entrapment manifestation. Then, the last thing he recalled was swirling black clouds followed by a lot of pain.

As Gray studied his surroundings, his eyes widened from a frightening realization. He knew this place. It was where…

"No…" he whispered. "It can't be."

"_But it is." _A feminine voice interjected.

He immediately turned around and gasped at what he saw. Standing in the snowy street of the destroyed village was his deceased master and surrogate parent, Ur. She stood tall and gazed at Gray with an expression full of contempt.

Gray's eyes bulged out and his mouth gaped a little. His body began to tremble from shock and confusion. "U-Ur…" he stuttered. "Y…Y…Y-you're alive…?"

"_No. I'm not. I'm dead." _She closed her eyes and lowered her head. After a tense moment, she looked back at her former student in utter disappointment. _"And it's all because of _you_." _

Gray took a step back, and at that moment, he thought he felt his heart stop. A cold sweat started to drip down his face.

"I…I…" Gray stammered, unable to articulate anything else.

"_She's right." _A boy's voice said.

The black-haired teen turned to his left toward the source of the voice and gasped once more. Standing there was Lyon; however, he was a young boy, the same age they both were when Ur used Iced Shell to entrap Deliora. The little, white spiked-hair boy glared at Gray with derision.

"_It was your fault." _He declared through clenched teeth. _"You selfishly ran off thinking you could beat Deliora on your own. It was because of you that our teacher followed you! It was because of you that she had to take on Deliora! And it was because of you that she sacrificed herself!" _

Gray's heartrate increased while his breathing became irregular. He lowered his head and closed his eyes, clenching his teeth. Everything that Lyon said was true. He was guilty of Ur's death. He was already aware. He knew that ultimately it was his fault, but just hearing it coming from these two especially only made it worse.

"I…I know." Gray choked out, feeling tears stream down his face. "I'm sorry."

"_YOU'RE SORRY!?" _Lyon exclaimed in outrage. _"You killed our master and destroyed my dream of surpassing her, but you're sorry?!" _

"I…" Gray couldn't say anything as he fell to his knees, sobbing. The guilt was really beginning to get to him now, more so than his experience on Galuna Island.

Suddenly, the ground began to shake, but in a pattern like footsteps. The Fairy Tail wizard lifted up his head and felt his breathing stop. His eyes widened in horror and shock. The mighty demon that was Deliora towered above him, glaring down at him with its evil red eyes.

"D-Deliora…" the ice wizard stuttered.

"_It was you!" _Deliora said in a deep, booming voice; which shocked Gray to no end. _"You made Ur make the ultimate sacrifice to defeat me, so she could save your pathetic life." _

Gray trembled in fear as he stared up at the demon in shock. He lowered his head again and stared at the ground. He remained that way for a long painful moment until he finally snapped.

"No. NO! This can't be happening!" The ice-make wizard shouted; trying to make sense of what was transpiring.

"_**Oh, but it is." **_A creepy, raspy voice called out.

Gray looked up and turned his head around, searching for the voice. However, he found nothing but the images of Ur, Lyon, and Deliora glowering deeply at him.

"_**Whether they are real or not is irrelevant. The guilt is very real." **_The voice rasped. _**"Your precious teacher is dead while your former friend's dream was crushed. Deliora may have been the reason why Ur had to give her own life, but it was you who caused such an event. It was you who led her to her death…like a shepherd leading the lamb to the slaughter."**_

Gray gnashed his teeth and clutched his head, trying to block out the raspy voice's words…even if they were true.

"No…no…make this stop…MAKE IT STOP!" He cried out desperately.

…

Lucy let out a muzzy groan. She opened her brown eyes as consciousness began to return. The Celestial mage sat up from the floor and looked around. Her breath suddenly got caught in her throat when she realized where she was: her father's office at the Heartfilia Konzern.

"W-what…?" Lucy faltered. "I'm…at my old home? But how?"

"_Lucy," _a voice said.

Lucy gasped as she turned forward. Standing behind a big desk and viewing out a large window was Jude Heartfilia, her father. He was a relatively tall, middle-aged man with black eyes and blond hair that was slicked back. He had a matching, extremely trim mustache, and a rather firm, square jaw. To add to his image of power, he wore a brown tailored suit that appeared to be very expensive.

"D-dad." The blonde wizard gaped.

"_I see you came home." _he spoke in a deep, male voice full of authority.

'_What is going on? How did I get here?' _Lucy yelled inwardly. _'Wasn't I just inside Ben's mind?' _

The Celestial mage shook her head and proceeded to speak to her father. "Dad, I…"

"_But the question is…why?" _Jude continued.

Lucy blinked, a bit taken back by her father's sudden inquiry and the hint of disdain in his voice. Before she could speak, he continued, _"What are you doing back here? I thought Fairy Tail was your new home." _

"Listen, Dad I…"

"_NO! You listen to me!" _Jude interjected, looking back at her with a furious expression. _"How dare you come into my home and order me around! After all the countless hours of work I did to keep you well-fed and have a roof over your head, you repay me by running away?! You ungrateful wretch!" _

Lucy's eyes widened from shock at her father's outburst. She felt as if cold water had been poured into her veins. He didn't mean that, did he?

"D-Dad…" Lucy choked, her eyes brimming with tears.

"_Just leave, and go back to your so-called Fairy Tail friends!" _Jude yelled. _"You're nothing more than a worthless, ungrateful waste of time!" _

Lucy clutched the left side of her chest and stared at the man who was her father in utter shock and disbelief. Tears began to stream down her face. True, she had issues in her relationship with her father, but for him to call her that, it completely broke her heart.

"N-no…" she sobbed. "You don't mean that."

"_**Oh, but he does." **_An eerie, raspy voice sounded, causing Lucy to yelp in fear. _**"He blames you for your mother's death." **_

"N-n-no…" Lucy stammered. "He… he wouldn't."

"_**Why do you think he devoted all his time to work instead of you after she died? It's because it was the only way to avoid you without kicking you out. Face it Lucy Heartfilia…your father loves his money more than he ever loved you." **_The creepy voice taunted.

After that cruel statement, Lucy fell to her hands and knees. She hung her head and closed her teary eyes, wailing out in utter despair.

…

Natsu grunted as he slowly opened his eyes to find out that his vision was blurry. When the Dragon Slayer's eyesight refocused, he saw that he was lying in a grassy clearing surrounded by forest. Natsu quickly sat up and looked around in utter confusion.

"Huh?" He scratched his head. "How did I get here?"

The pink-haired wizard observed his surroundings for a moment before his eyes widened in incredulity. Natsu knew he wasn't in just some random clearing, he knew this place.

"This is…" He trailed off, shocked.

Suddenly, he felt the earth shake behind him while a large shadow was cast over him. Natsu gawked at the shadow's shape.

"_No. It can't be…' _he thought.

"_Natsu," _a deep, powerful voice said.

Natsu gasped from recognition. He turned around and an expression of surprise spread across his face.

"I-Igneel…" Natsu stuttered.

Indeed, standing before the pyromaniac was the Fire Dragon King, Igneel, and he had certainly earned the title. He was a gigantic dragon covered in dark, red scales while his underbelly and the inner portions of his legs and tail were beige. Black spikes went down from his back to the end of his tail. Igneel's head was triangular with horns, a large pair of round glowing yellow eyes, and very sharp canine teeth. His massive bony wings resembled a bat's with rippled tips.

Natsu began to tremble as he stared at his foster father with a mix of shock, disbelief, and happiness.

"Igneel!" Natsu exclaimed happily. "You're alive! I thought I'd never see you again!"

He got up from the ground in haste and ran toward the red dragon. Unexpectedly, Igneel held out his front left leg and flicked Natsu away with his claw. The pink-haired wizard grunted painfully when his body slammed into a tree.

Natsu pulled himself out from the shattered trunk of the tree, and looked back at the Fire Dragon in confusion and slight hurt. "Igneel…what's the big idea?"

"_Don't come near me. You are not allowed to approach the one and only Igneel." _The Flame Dragon King declared scornfully.

"What are you talking about? And by the way, why'd you abandon me seven years ago?!" Natsu demanded.

Igneel snorted. _"Isn't it obvious, boy?" _

"…No…not really…" Natsu said dumbly.

Igneel narrowed his yellow eyes at Natsu. _"You never were known for your thinking abilities. Then allow me to explain the reasoning behind my leaving." _

Natsu shook off the pain in his back and looked up at the Fire Dragon expectantly; however, nothing could prepare the Dragon Slayer for the three words about to come from him.

"_You. Are. Weak." _Igneel stated.

Immediately, Natsu's world came crashing down as disbelief and anguish grew on his visage.

"W-what…?" Natsu stammered.

"_You are weak." _Igneel repeated in frustration. _"You are nothing more than a weakling and a disappointment. _That_ is why I abandoned you. You are simply not worth my time…just like now." _

Natsu stood in a petrified position, staring up at Igneel in painful shock. He could feel his knees quake as despair tore at his heart. The Flame Dragon King glanced at Natsu in disappointment before he turned away and flapped his mighty wings a few times, flying off into the horizon.

"No. No. NO!" Natsu cried out, falling to his knees as tears flowed down his face. "Igneel, no! Come back! Please…please…father."

The heartbroken Dragon Slayer could only watch in utter despair as his father abandoned him again.

…

In the middle of the ocean, a small blue cat was struggling to stay afloat as he was thrown up and down by the large waves. However, it was not the water that was terrifying the cat; it was the big black dorsal fin that was classically shaped like a Great White shark coming straight for him.

"HELP!" Happy cried, desperately trying to swim away from the underwater predator. "SOMEONE HELP ME!"

"_**There is no escape!" **_a raspy voice mocked. _**"The precious food that you love now wants to eat YOU!" **_

"NO!" Happy wailed. "Cats are supposed to eat fish, NOT THE OTHER WAY AROUND!"

…

Slowly, Erza's eyes began to open. An inaudible groan escaped from her lips as she returned to consciousness. The first thing she could see was a bright bluish blur. However, when they refocused, nothing could prepare her for what her eyes saw then.

Titania immediately sat up and turned her head around in every direction. She shut her eyes again and reopened them to confirm if she was dreaming or not. Her breathing began to increase as the daunting realization began to sink in: she was in the Tower of Heaven once more.

"N-no…this…this can't be right." Erza murmured, shocked.

The tower itself was in its true form, comprised of pure ethernano. Erza stood up and realized she was at the top of the tower, the same place where the final battle with Jellal transpired.

"This is impossible." Erza's eyes widened. "The tower was completely destroyed!"

All of a sudden, maniacal laughter broke out behind her. Erza froze and felt her blood run cold. She knew the sound of that voice anywhere.

'_No…' _ Erza turned around and was met with a horrifying sight.

Wally, Millianna, Sho, and Simon were all lying on the crystal floor dead, with puddles of blood beneath them. An expression of utter horror appeared instantly on the redhead's face.

"No…" Erza's legs started to wobble until they gave out, bringing her to her knees. "…no…NOOOO!" She cried out, tears beginning to cascade down her face.

"AAAAHHHHH!" A painful cry hollered out.

Erza froze once more when she recognized the sound of that yell. The Fairy Queen turned to her right and was greeted with an unbearable sight. Ben crumpled on the floor in a dead heap, blood pouring from the new wound in his chest. Jellal stood over the fallen hero with crimson liquid dripping from his right hand. He turned to Erza with an unadulterated evil smile plastered on his face.

The redhead gasped in panic and fear. No. This couldn't be real. It just couldn't!

"No…this can't be…" Erza uttered in terror.

"_This is very real, Erza. Very, very real." _Jellal said in a soothing yet menacing voice. A purple eye symbol flashed in his right eye as he ambled toward her.

Erza warily stepped back. Lost in her fear, the redheaded wizard was taken by surprise when a large crystal lacrima arose from the ground behind her. A Binding Snake then wrapped around her, causing her to cry out in pain. Immobilized, she was yanked into the lacrima by the Binding Snake. Erza cried out once more as her body was drawn into the crystal, feeling as if dozens of cold knives were stabbing her at once.

"_The time has come, Erza." _Jellal stated, a sneer adorning his face. _"Tonight, you will be sacrificed to Zeref. You cannot run from your destiny any longer!" _

Erza struggled to break free, but it was futile. She cried out as the crystal consumed her.

'_No…no…it can't end like this…' _Erza thought, trembling in trepidation.

"_**Oh, but it will." **_A bone-chilling voice hissed. _**"Your friends are dead, murdered by the one you once loved so dearly. You cannot hide from your past. This is your punishment for abandoning them in the tower so many years ago. This is the price you must pay for your weakness!"**_

Erza lowered her head in shame and closed her eyes. She sniffled as tears poured down her face. At that moment, the Fairy Queen ceased her struggles and accepted her well-deserved fate.

…

Meanwhile, in the Bancroft Academy schoolyard, the Ultimate Team was lying unconscious on the ground. Five masses of black-purplish clouds swirled around each of them. Suddenly, a bright flash filled the courtyard as Azmuth appeared.

"Ugh," the subconscious manifestation groaned, rubbing his head. "I can't believe I allowed the Entrapment to get the drop on me. Thankfully, I was able to escape its clutches."

He looked forward and gasped at the sight of the Ultimate Team being consumed by darkness. "It appears they were not so lucky."

Azmuth snapped out of his musings and rushed forward. When he came within a meter, his fears were confirmed. The Entrapment had infected the team in a similar manner of how it did Ben. It had dug into their minds, unlocked their deepest hidden fears, and devised a simulation of their worst nightmares for each of them to experience.

"I pray that it's not too late." Azmuth dreaded. "If it is, we're all doomed…"

Ben's subconscious concentrated in order to establish a mental-link with the group. Once he was confident he had a connection, he spoke, _"Everyone, wake up!" _

Suddenly, all the team members trapped in their respective nightmares paused as soon as they heard Azmuth's voice boom around them.

"Uh…Azmuth?" Gray muttered, glancing around him.

"Was that the small brainy guy?" Natsu wondered, confused.

"…Azmuth…" Erza gasped lightly.

"Someone help me!" Happy cried desperately, trying to avoid the shark swimming toward him. "I can't swim any longer!"

"_Listen to me, all of you! The Entrapment has affected you." _Azmuth explained urgently._ "It's dug into your mind and created a simulation based off your worst fears. It's trying to break your spirit."_

The eyes of the Ultimate Team widened in shock upon hearing this news. What they were all seeing, all these horrors that they thought were real, were fake?

"_What you are all seeing IS NOT REAL! You must fight it!" _Azmuth shouted.

Gray's expression hardened, his hair casting an ominous shadow over the upper half of his face. He instantly ceased his crying and stood up.

"I'll give this spell some credit. It is pretty nasty." Gray said coldly. He clenched his fists and turned to face Ur, Lyon, and Deliora with a furious expression. "I've made some mistakes in the past, but I'm not gonna let that stop me from heading to the future. And I'll be damned if I let this stop me from saving my friend!"

Suddenly, an icy blue aura appeared around Gray and began to expand. As a result, the scene around him began to contort and stretch.

The simulation of the other members was met with similar results as their determination to fight increased. A fiery orange aura cast off Natsu while Lucy's was gold, Happy's was blue, and Erza's was crimson red.

The field and forest around Natsu began to catch flame as a fiery orange aura expanded around him. "That wasn't Igneel." The Dragon Slayer hissed. "He was just a fake! And what he said-"

"-isn't true." Lucy exclaimed angrily at her 'father'. "My father may be a lot of things, but I'm not gonna let his opinion of me keep me from finding happiness in my life!" The golden light intensified around the Celestial wizard, causing the scene to bend and break apart.

The crystal that encased Erza suddenly shattered, bringing a shocked expression to Jellal's face. A shadow was cast over her right eye as she glared daggers at him. A crimson aura grew around her and caused her surroundings to crack apart.

"The blood of Simon may be on my hands, but my friends: Sho, Wally, and Millianna are out there exploring the world. None of this is real." Erza proclaimed. "What is real; however, is the fact that my dear friend Ben is laying on a bed in pain. This spell is killing him. And I won't allow my own fears to stop me from saving him!"

"Because I'm -" Gray began, his body engulfed in blue, icy energy.

"-a Fairy Tail-" Natsu said, the flames coursing around him growing hotter and hotter.

"-WIZARD!" the Ultimate Team declared simultaneously.

At that moment, the simulations the wizards and cat were trapped in shattered completely. The Entrapment spell was powerful; however, it was completely powerless against the sheer willpower of the Fairy Tail wizards.

…

Back in the Bancroft Academy schoolyard, Azmuth smiled as he watched the five dark masses around the Ultimate Team began to dissipate before completely disappearing. His words had reached them through the darkness.

'_They truly are strong.' _Azmuth mused. _'You couldn't have picked better friends, Ben.' _

The group groaned as they awakened from their nightmare-filled slumber. They returned to their feet a bit lightheaded, but it quickly began to pass.

"Well done, all of you." Azmuth praised. "You successfully broke away from the Entrapment's clutches."

"That's a relief." Natsu commented.

"Yeah," Lucy agreed, rubbing her forehead. "That whole experience was horrible."

"No kidding," Gray folded his arms over his chest.

"Aye!" Happy piped in. "I've never been so scared in my life."

Erza turned to Azmuth, who was standing in front of the team. "Azmuth, those nightmares that we each went through, is Ben going through something similar?"

The subconscious manifestation stared at the scarlet-haired knight in silence for a brief moment. "Yes, but since the Entrapment is focusing most of its energy on Ben alone, what he is experiencing is much worse." He responded.

Alarmed and horrified expressions took hold on the Ultimate Team's faces. They each had gone through their worst nightmare just then, but that experience was only a taste of the Entrapment spell's power? What was going through was worse? This utterly terrified them, especially Erza. They knew then that they needed to hurry and rescue Ben before it was too late.

"_**BAAHHH! UNBELIEVABLE!" **_An angry, raspy voice screamed out.

The clique immediately froze upon hearing the voice; it sounded familiar to each of them.

"That voice…" Happy stuttered.

"…it's the same one…" Lucy picked up.

"…from our nightmares." Erza concluded, looking around for the source.

Natsu lit his fists in flames. "It's the same one that was mocking us! Where is it!? I'm gonna kick its butt!"

Before anyone could comment, a ghostlike being with black cracks over its body, clawed hands, and a single purple eye on its head appeared above the group. It was none other than Ben's form, Ghostfreak.

The faces of the wizards and cat paled slightly as soon as they realized what they were up against.

"Uh oh," Lucy commented.

"Not that form…" Gray added warily.

"This isn't good." Erza muttered.

Ghostfreak glowered down at the group, specifically Azmuth. _**"They would've all fallen if you hadn't butted in, you little pest!" **_he rasped.

Ben's subconscious narrowed his gaze up at the ghostlike being. "I'll admit the Entrapment did get the drop on me; however, I promise you, it won't happen again." He responded coldly.

"Yeah!" Natsu followed up. "We ain't gonna let you trick us again either! You're going down, ugly!"

The visages of the others became determined as they nodded in agreement.

Ghostfreak scoffed. _**"You have heart…but none of you possess the strength to stop me!" **_

"Wanna test that theory?" Gray challenged, an icy mist wafting off his body.

"YEAH!" Natsu exclaimed, flames coursing around him. "If you're so tough, come down here and prove it!"

"Something tells me that's not such a good idea." Lucy squeaked nervously.

The Entrapment manifestation growled. _**"So, you wish to battle? Very well. This futile mission of yours ends now!" **_

"Not a chance! You better be ready because I'm about to kick your pale butt!" Natsu punched his open right palm with a roguish grin.

"Not before I do flame-brain." Gray got in a battle stance, his ice magic flaring around him.

"I also have a score to settle with this monster." Erza added as her body was shrouded in golden light. When it dissipated, she was clad in her Heaven's Wheel Armor with twin blades in her hands.

The Fairy Tail trio swiftly leaped into action.

Golden, dragon wing-shaped flames took shape on Natsu's arms. **"Fire Dragon Wing Attack!" **he yelled.

"**Ice Make: Arrows!" **Gray summoned a crossbow in his arms, aimed it at his opponent, and fired a salvo of icy arrows.

Erza slashed her blades in a pentagram formation. **"Heaven's Wheel: Pentagram Sword!" ** A silver-white energy blast took the form of a pentagram and shot toward Ghostfreak.

Ghostfreak wasn't the least bit intimidated by the three wizards' attacks heading straight for him. _**"What a pathetic show of power." **_

The Ectonurite simply became intangible, letting the fire, ice, and sword attacks phase through him and destroy a wall behind him. Natsu growled as streams of fire ignited from the soles of his feet, launching him straight toward Ghostfreak.

"I'll show you 'pathetic' you gutless coward!" Natsu retorted. **"Fire Dragon Iron Fist!" **

Ghostfreak turned intangible and allowed Natsu's flaming fist to pass through him. He pivoted and extended a cluster of tentacles from his abdomen, wrapping them around Natsu's right ankle. The Dragon Slayer had little time to react as he was tossed violently into an unprepared Gray. The two wizards cried out as they slammed into each other hard.

"_**Yes, you did indeed show me what pathetic was." **_Ghostfreak mocked.

Erza shot toward Ghostfreak while his back was turned, preparing to get the drop on him. The ghostlike alien could sense a presence behind him and swiftly turned around, grabbing Erza's sword in mid-swing. Titania's eyes widened, how did he see her coming?

"_**Almost, dear. But 'almost' doesn't work in battle."**_ The phantom taunted.

Erza cried out as she was spun around and sent crashing into the ground. Natsu and Gray steadily regained their bearings and glared at the Entrapment manifestation. Both of them widened their stances as they charged up their respective magical powers.

"**Ice-Make: Lance!" **an icy blue magical circle appeared in front of Gray, shooting out a bombardment of ice lances.

Natsu's cheeks puffed out far more than a normal human's should. **"Fire Dragon Roar!" **A powerful flaming torrent tore out of his mouth.

Ghostfreak disappeared from sight as the fire and ice attacks collided with a building, reducing it to smoldering rubble.

"Dammit!" Gray cursed.

"C'mon, you cheater!" Natsu shouted, annoyed. "Come out and fight like a man!"

Suddenly, Ghostfreak phased out of the ground beneath Natsu's feet and sucker punched him in the face. The Ectonurite flew up and delivered a powerful blow into the fire wizard's gut, sending him careening back until he smashed into the ground.

"_**I am no man, you fool." **_Ghostfreak rasped.

Gray gritted his teeth as he bent his knees and leaped into the air. **"Ice-Make: Battle Axe!" **A wave of ice erupted out from his magical circle.

Again, Ghostfreak's body became intangible and allowed the ice-wave to destroy a section of building. When Gray landed, he glared up at the ghostlike monster.

"I'm really getting tired of that trick." Gray grumbled.

"_**This battle is both pitiful and pointless." **_Ghostfreak rasped. _**"Can't you see that you're all wasting your time?" **_

Ghostfreak became alert when he felt a familiar presence behind him. He swiftly turned around and caught Erza's right wrist. Gray and Erza, who was re-quipped into her Flight Armor, were both shocked. How did he see her coming that fast?

"_**I'm afraid that trick won't work again, dear." **_The manifestation tossed Erza back to the ground; however, she regained control in midair and landed on her feet next to Gray.

"This isn't going well." Gray noted.

"I can see that." Erza said curtly.

Lucy ran up to the two while Happy flew next to her.

"We're going to need another plan of attack." Erza stated.

"I have a plan: ATTACK!" a loud, obnoxious voice shouted out.

Natsu propelled himself toward Ghostfreak with streams of fire shooting from his feet once more. **"Fire Dragon Sword Horn!" **

Ghostfreak flew up to evade Natsu's ramming attack. "Ah crap…" he complained just before crashing into the school's clock-tower.

Erza face-palmed, frustrated.

Gray scoffed and shook his head. "Brilliant plan," he praised sarcastically.

"Natsu!" Happy cried urgently as he flew toward his best friend.

"_**I grow weary of these games. It's time I finish this. You'll regret crossing paths with…the Entrapment!" **_

Suddenly, long, black talons sprouted out from Ghostfreak's hands. His white-and-black cracked body began to rip apart and revealed greyish-purple skin underneath. A horrendous clump of grey tentacles burst from his abdomen as long spikes sprung down his spine. Finally, he reached up and peeled the white skin off his head, exposing his creepy upside-down skull-head. Ghostfreak was now in his true form.

Gray and Erza shivered in disgust while Lucy squealed in fear.

"It's even more frightening the second time." Lucy shrieked.

"No kidding," Gray agreed.

"Re-quip!" Golden light enveloped Erza's body. What nobody noticed was how Ghostfreak backed away and slightly flinched from the brightness. When the light faded, the redhead was adorned in her revealing Black Wing Armor. "Defeat is not an option. We will vanquish this fiend!" she exclaimed strongly.

Erza levitated into the air and shot toward Ghostfreak in an instant. She slashed at the phantom, but he easily dodged it. The swordswoman relentlessly slashed away at her opponent with incredible speed; however, Ghostfreak simply eluded each strike. Suddenly, he completely vanished from sight.

"Where'd he go?!" Lucy yelped.

Gray looked around and paused when he noticed a dark mass materializing above Erza. "ERZA, LOOK OUT!"

Immediately, Gray summoned a large ice platform to launch him into the air. An icy mist cascaded along his forearms, and then hardened into a pair of ice blades. **"Ice Blade: Seven Slice-"**

Before Gray could finish his chant, Ghostfreak turned to him and fired a purplish-grey energy beam from his stomach. The ice-make wizard's eyes widened in disbelief before he was struck by the dark ray. He cried out in agony until he collided into a stone wall with a loud smash, a dust cloud blocking him from view.

"GRAY!" Lucy screamed.

Erza's eyes widened from shock and alarm before they narrowed into rage at Ghostfreak. "Why you…!"

The Fairy Queen reared back her sword and unleashed a powerful silver energy wave at her adversary. **"Moon Flash!" **

Ghostfreak once more phased through the blast and stared down at Erza with a creepy, smug smile. _**"Ha-ha-ha-ha!" **_he cackled madly, and then turned invisible.

Erza's body stiffened as her senses were on high alert. Without warning, Ghostfreak materialized behind her and fired his dark beam into her back.

"ERZA!" Lucy screeched, horrified.

Erza cried out as she fell and her body dug a trench into the ground from the force of the blast..

Seeing the three strongest members on their team get taken down shook Lucy to the core; however, there was no way she was going to surrender. She was a Fairy Tail wizard, after all.

"Okay, it's time I get into this battle too!" With a determined expression, Lucy pulled out one of her keys, which as shaped like a battle axe, and thrust it forward. **"****Open, Gate of the Golden Bull: Taurus!" **

With a puff of smoke, and the sound of a loud doorbell, a large, humanoid cow-man jumped out and into the fray. He was extremely buff, had white skin with black splotches, like a typical cow. He wore black briefs and a holster on his back that contained a very large battle axe.

"MooooOOOO!" Taurus exclaimed, flexing his impressive muscles.

"Alright, Taurus, time to-"

Lucy cut off as the cow-man turned to her with hearts in his eyes, and inputted, "Well, hello, Miss Lucy. Your body's looking gooood as usual."

Lucy sweat dropped, exasperated. "No time for time that, Taurus! Time to bring the pain!" She pointed to Ghostfreak.

Taurus grinned as he pulled out his battle axe and readied it. "Okay, Miss Lucy. But if I do, will you poooOOse for me and give me a great big smooOOch?" He asked perversely.

"NO, YAH BIG PERV!" Lucy shouted, frustrated. "Just attack already!"

"Listen here, you ugly goooon, I'm not gonna let you lay a finger on Miss Lucy's rockin'body!" Taurus bent his knees and jumped toward the floating, deformed phantom. He reared back his axe over his head and proceeded to bring it down on his opponent. "MoooOOOO!"

"_**A cow-man? What do you take me for, girl?" **_Ghostfreak hissed and, astonishingly, stopped Taurus's axe with one hand. Both Lucy and the Zodiac Spirit were blown away by this. Taurus was one of Lucy's strongest spirits, and this guy stopped his axe swing with one hand!

Ghostfreak yawned in boredom. _**"Was that supposed to be an attack, or are you just offering your weapon to me?" **_he taunted.

The manifestation grabbed the battle axe's shaft with his other hand, spun around, and tossed Taurus into a stone wall. He then aimed and fired another dark beam at the cow-man, effectively taking him out of the battle.

"Oh no! Taurus!" Lucy yelled, worried.

Taurus's body was buried underneath a pile of rubble, only his head was sticking out. His eyes swirled as birds and stars circled above his head. "Sorry, Miss Lucy…" he moaned, and disappeared in a flash.

Ghostfreak sneered and examined the axe in his hand before it vanished. _**"Though I appreciate the offer, axes aren't really my style." **_

A purplish-black haze formed in his hands and took the shape of a deadly-looking scythe. He laughed madly and twirled the weapon in his hand. _**"Now this is a weapon." **_

"And this is a kick to the face!" a loud voice shouted.

Ghostfreak rotated his skull backwards to see Natsu being thrown toward him by a flying blue cat. His feet were wreathed in bright flames, which made him slightly flinch in response.

"**Fire Dragon Claw!" **Natsu yelled.

Before the Dragon Slayer's blazing feet could strike, Ghostfreak went intangible, materialized behind him, and struck him with his scythe. Natsu cried out as he crashed into the ground in front of Lucy, who quickly rushed to his side.

Natsu groaned as he sat up. "Lucky shot…" he grumbled.

"Maybe you shouldn't have given away your position like that?" Lucy suggested.

"Aye," Happy agreed, hovering next to the duo.

The blonde wizard turned to the blue cat. "Happy, Gray got taken out of the fight. Can you go see if he's okay?" She requested, pointing to the area where the ice wizard had been blasted to.

"Aye, sir!" Happy saluted as he flew away to check on their fallen comrade.

Ghostfreak let out another round of creepy, raspy laughter. _**"Just give in. You don't stand even the smallest chance against me." **_He became invisible once more.

"Where'd he go?" Lucy stammered.

Natsu growled and returned to his feet, balling up his fists. His sense were on high alert as he glanced around, searching for even the smallest indicator of Ghostfreak's location.

"_**This resistance of yours is in vain. Anything that you throw at me, I can simply become intangible to avoid it. You have failed your friend, and now you too shall share his fate in oblivion." **_Ghostfreak's eerie voice echoed around them.

"You talk too much, ugly." Natsu retorted.

All of a sudden, Ghostfreak appeared in front of Natsu and backhanded him to the ground. _**"Oh, and you don't?" **_He held the scythe to the Dragon Slayer's throat, millimeters away from slashing it. Natsu's fingers dug into the ground and he gritted his teeth, knowing the severity of his situation. _**"I've had enough of your obnoxious banter!" **_

Lucy gasped in terror and, without hesitation, sprinted toward her friend. "Natsu!"

Sensing the weak blonde running toward him, Ghostfreak snarled and rammed the butt of his scythe into Lucy's gut. The Celestial mage bent over in an L-shape, hacking up a bit of blood. Natsu instantly froze while his eyes widened like dinner plates. Ghostfreak then smacked the scythe's shaft into Lucy's face, sending her to the ground in a painful daze.

Erza, who was just regaining consciousness through the cloud of pain in her body, gasped at the sight. "LUCY!"

"_**I have the taken the form and possess the strength of one of Ben Tennyson's greatest enemies. What chance did any of you lowly wizards have against me?" **_Ghostfreak said snidely.

Natsu snarled viciously as primal rage consumed him. "You BASTARD!" He roared. Suddenly, his entire body ignited into a large inferno. The grass in the area instantly burned away and the ground charred and became burning hot. "NOBODY HURTS MY FRIENDS!"

For the first time, Ghostfreak cried out in pain and flew back into the darkness. Erza's eyes widened from what she had seen. She had caught a quick glimpse of Ghostfreak's skin smoking when he was near Natsu's bright flames before he retreated into the shadows. She then remembered two scenes from the memory the team had witnessed, and that's when it dawned on her.

"I am such a fool!" Erza chided, regaining her footing. She turned her lethal gaze to Ghostfreak, who had reappeared further away from Natsu. "You claim to possess the strength of Ghostfreak, which means you also possess his weakness as well!"

An apprehensive expression crossed Ghostfreak's ugly mug. _**"What?!" **_he shouted.

"Re-quip!" Erza chanted, concealing her body in golden light, which Ghostfreak backed away from.

When the light died down, Erza was now donned in a plain, white one-piece suit that had a matching pair of metal arm and knee guards. She wore a pair of high-heeled armored greaves that covered her calves. Her armor was mainly composed of orange and yellow leather-like material that was sported as orange wing-shape pauldrons on her shoulders and waist. Her shoulder pauldrons had white wings protruding from the center of the shoulder guard, and the pauldrons on her waist were supported by a dark pink belt. Her crimson hair was styled in tangled buns on top of her head, and she also wore a silver choker around her neck that featured a reddish-pink gem.

"**Morning Star Armor!" **Erza shouted, with twin blades in her hands.

Lucy groaned as she steadily lifted herself off the grassy ground. She cringed when she felt the stinging bruise on her face. She glanced up to see Erza sporting a new suit of armor she hadn't seen before and Natsu consumed in bright, intense flames.

The Fairy Queen leapt into the air, charged up her blades with magic power, and discharged twin waves of light. Natsu shot streams of fire from his feet to launch himself at Ghostfreak, took a deep breath, and unleashed a brilliant Fire Dragon Roar at him.

The hideous phantom howled out in anguish as he swiftly flew away from the brilliant light and flames, and into the shadows.

Lucy's brown eyes widened. The memory of Ben pulling down the curtains and watching Ghostfreak burn up in the sunlight struck her like lightning.

"That's it! Light!" Lucy shook off her pain and got on her feet.

The Celestial wizard pulled out a golden Zodiac key from her belt, and thrust it forward. **"Open, Gate of the Lion: Loke!" **

After a flash of gold and a doorbell sound, Loke appeared in front of her. His orange hair was spiked up and he wore a white button-up shirt, black jacket and pants, red tie, and a pair of shades.

Loke turned to Lucy with a confident smirk. "Well, hey there, gorgeous. Did yah miss me?"

"Loke, we really need your help right about now." Lucy said urgently.

He looked at the unsightly phantom-like monster Erza and Natsu were battling, and slightly shivered in disgust. "Damn. The hell is that thing?"

"Long story, but your light magic is its only weakness!" Lucy inputted.

"Is that right?" Loke paused when he saw the bruise on Lucy's face. He narrowed his eyes and glared at Ghostfreak, loosening his suit's cuffs. "Well, I certainly wouldn't wanna disappoint that beautiful face."

With that, Loke rushed into the fray. Erza and Natsu landed on the ground several meters apart. They were taken by surprise when Loke jumped in the middle.

"Hey there, guys, miss me?" He greeted.

"Loke?" Erza questioned.

"Nice to see yah again, man" Natsu grinned. "Yah mind helping us take out this trash?"

Loke's expression darkened. "This thing put a bruise on my master's gorgeous face. So, Natsu," bright golden light began to generate off his body, "it'll be my genuine pleasure."

Ghostfreak backed away cautiously, unnerved by yet another opponent with light-based abilities. _**"You won't win! You will all fall! Nothing can stop us now!" **_

"You hurt our friends, you ugly bastard!" Natsu shouted, the flames around him growing hotter. "There's no way in hell we're gonna let you get away with that!"

"Agreed," Erza's visage became stone-like.

"Nobody lays a finger on my master, without facing my wrath." Loke said coldly.

"_**RAGGGH!" **_Ghostfreak fired a dark beam from his intestines, which the trio avoided by diving out of the way.

Lost in his rage, Ghostfreak was taken off guard when Erza flew up and sliced his scythe in half.

"_**WHAT?! BUT HOW!" **_He cried incredulously.

Erza swung her twin swords forward, releasing two enormous waves of yellow light. **"Photon Slicer!" **

Ghostfreak wailed out in pain as the light attack cut into his body, causing smoke to pour out.

"Time to end this!" Natsu leaped into the air. **"Dragon Slayer Secret Art:" **the fire coursing around the pink-haired wizard became extremely hot while his eyes shined bright gold. Natsu produced long torrents of fire from his arms, which moved toward Ghostfreak in a spiraling formation. **"Flame Lotus, Exploding Flame Blade!"**

"Now, the big finale," Loke moved his arms in a circular motion and shot out a large blast of brilliant, golden light. **"Regulus Blast!" **

The Regulus and enhanced-Dragon Slayer magic combined, engulfing the being of darkness in a swirling ball of brilliant light and scorching fire that resembled a miniature sun. Ghostfreak howled out in utter agony. His body became charred and quickly broke apart. The manifestation let out one last painful wail until the two magical attacks vaporized him into nothingness.

Erza and Natsu returned to the ground while Loke pushed up his shades. The trio examined the area for any trace of their foe, none were found. They had won. With that, they powered down their respective magic powers.

Loke smirked. "Well, that wasn't too hard."

Lucy rushed over and gave the orange, spiked-hair spirit a hug. "Great job, Loke!"

Erza re-quipped into her Heart Kreuz Armor. "I can't believe I forgot that his weakness was light! It was shown to us clear as day in the memory we had seen prior to this battle." She berated herself. "Please, I need someone to hit me for my folly!"

Loke glanced at the redhead and cocked a brow in confusion. "Memory?"

A groan caught the group's attention. They turned to see a banged up Gray slowly walking toward them with Happy flying next to him. His right hand was held over a nasty burn spot on his abdomen, and his body was covered in numerous cuts and bruises.

"Gray!" Lucy said, concerned. "Are you okay?"

"He certainly looks worse for wear." Natsu quipped.

"Shut it, flame-brain!" Gray snapped.

"Not now, guys!" Lucy exclaimed, not in the mood to see the idiot duo fight again.

Gray sighed and stood up. "Don't worry. My injuries aren't too bad. I just wasn't expecting that thing to fire an energy beam at me."

"None of us did." Erza conceded.

"What exactly was that thing? And what did Erza mean by seeing a memory before the fight?" Loke questioned.

"I believe I can answer that." A familiar voice called out.

The Ultimate Team and Loke turned to see Azmuth standing before them with his hands behind his back.

"Uh…what's that?" Loke asked, dumbfounded.

"Hey man, why didn't you tell us what that Ghost-dude's weakness was before you left?!" Natsu demanded.

Azmuth looked at him incredulously. "You are an utter buffoon! You just witnessed Ben using sunlight to destroy him in the previous memory. Did you all forget already?"

The group looked away sheepishly whilst Natsu blinked until it finally clicked. "Oh…heh…our bad." He rubbed the back of his head, smiling roguishly.

Azmuth groaned in exasperation.

"Can someone please tell me what's going on here?" Loke asked, annoyed.

Ben's subconscious and the team, mainly Erza and Lucy, spent three minutes bringing Loke up to speed on their situation. Needless to say, he was shocked and appalled by it. Once explanations were out of the way, Loke turned to Lucy with a determined expression.

"Well, we certainly can't let this Entrapment spell kill one of our own. You need me again, gorgeous, don't be afraid to summon me." Loke stated.

Lucy smiled. "Sure thing, Loke." The Celestial mage took his key and sent him back to the Spirit World.

"Let's go." Azmuth stepped forward and summoned another memory gateway. "We can't afford to waste any more time."

"Azmuth," Erza spoke out, "these Entrapment manifestations…they're going to keep coming, won't they?"

The subconscious was silent for a moment before he nodded.

"And each one we face will be stronger than the last, right?" Gray implied.

Azmuth nodded once more.

"How are we going to fight all of them?" Lucy wondered nervously. "Ghostfreak was strong enough, but the next one we face will be stronger?"

"Do not fret." Ben's subconscious assured, turning to face them. "If there is anyone who can face these threats, it's this destructive, rowdy group."

"Yeah!" Natsu punched his open palm. "Bring 'em all on! We'll take them all down!"

"Aye, sir!" Happy chimed.

"I love the enthusiasm, Natsu, but let us get a move on." Erza ordered, stepping into the glowing greenish-white sphere.

The rest of the Ultimate Team soon followed her into the gateway. Azmuth closed his eyes in deep thought.

"They are strong and determined." He glanced up at the dark storm clouds above. "But each villain they face is getting stronger. I surely hope they have what it takes to defeat them all."

Azmuth stepped into the sphere, heading into the next memory on their journey.

…

Meanwhile, back in the real world, Porlyusica was tending to Ben's unconscious form whilst Makarov sat at the edge of the table. He quietly observed Ben, more specifically, the Entrapment spell's magic level. The pungent feeling of its magic almost made him want to hurl, but he never allowed it to show outwardly thanks to his endurance.

What frightened him was the fact that the Entrapment's magic was going stronger by the minute. He and Porlyusica couldn't know what was happening in Ben's mind with Natsu, Gray, Erza, Lucy, and Happy in there. However, what they did know was that Ben's condition was taking a steady nosedive.

"Makarov," the Fairy Tail master was broken from his train of thought and turned his attention to Porlyusica. "His breathing is becoming shallower and his blood pressure is dropping gradually. I've applied a treatment to stabilize him, but…" she trailed off.

"But?" Makarov urged her to continue.

"There is only so much medicine can do." She replied grimly. "His body is failing. If your children do not free this young man's mind from the Entrapment soon, then…I'm afraid nothing can be done to help him."

Makarov lowered his head and shut his eyes. The feeling in the room grew more tense and gloomy as time passed.

"Just let me know if the time comes and his condition becomes too critical." Makarov instructed.

Porlyusica lowered her head, dejected. "I'm sorry I can't do much more for him."

"There is no need for you to be sorry, Porlyusica." Makarov reassured. "You have done everything you can to the best of your abilities. That is all I can say, but we mustn't lose hope in Natsu's group. They have pulled off the impossible before. There's nothing that will lead me to believe they won't do it again."

The healer turned her gaze back to Ben's inert form. His chest was slowly rising up and down, his skin had turned paler since he was brought in, and droplets of sweat were streaming down his face. His condition was worsening.

Porlyusica frowned. She took a wet rag and wiped the sweat from the fallen hero's forehead. _'I surely hope you are right, Makarov.' _She thought.

…

**A/N: Whew, finally it's done! Hey everyone, I apologize for the long, agonizing wait. I hope you enjoyed this newest addition of Ultimate Fairy. **

**The reason for the delayed update was of course the untimely death of my dad. For the first couple weeks, I was too distraught to even think about writing. Though the pain is still there, I'm starting to move forward. Another delay was the college work that was loaded onto me, but I believe I have a handle on it now. **

**I want to thank everyone who has help support me and given me encouraging words in this darkest hour of mine. I really do appreciate it. **

**I'd like to give a shout out to **_**empirekeeper1 **_**for giving me a great idea to add into this story. **

**I have three announcements before I sign off. **

**One: **_**TallGuy94**_** and I are still working on re-writing Ch.1-6. The first two chapters are complete; however, I am going to wait until the rest is finished before I post them. I'll let you know when it's done. **

**Two: **_**Stoneman85 **_**and **_**Masamune X23**_**, the authors of another Ben 10/Fairy Tail fanfiction "Fairy Tail: Omniverse Invasion", and I have created a partnership with each other. We will share ideas to improve the quality and creativeness of both stories. I'm letting you know in case you see any resemblances in our work from here on out. Of course, they will have their own separate plot and events from mine. But certain aspects such as original transformations, fight scenes, and regular scenes may appear similar. If any of you are slightly curious in a Ben/Juvia pairing (Buvia) and nice, creative writing, then check out their story. Tell 'em, Ultimate sent yah! **

**Three: There are three photos available on my DA page: an Ultimate Chromastone revision, an image of Ben in Fairy Tail format (except for the flat chin), and a BenXErza Valentine's Day photo. The links are available on my profile page. **

**Next chapter: Entrapment, Part IV: Cold Discomfort ****– The Ultimate Team voyages into more memories, and witness things that both awe and confuse them. Erza may or may not experience jealousy. They come face-to-face with more powerful enemies. Ben's condition grows worse, and Makarov is struck with the possibility that the Ultimate Team may fail. **

**Well, as always, please leave any comments or critique in the review box on your way out. Until next time… **


	27. Entrapment, Pt 4: Cold Discomfort

…

**Ultimate Fairy **

**Chapter 27: Entrapment, Part IV **

_**Cold Discomfort **_

…

In a seemingly empty void, a humanoid obscured in shadows stood alone. Dark storm clouds rumbled above him as purple lightning flashed every so often, followed by the roar of thunder. The only accurate word to describe the scene was eerie.

The dark being stood in front of an amethyst sphere. However, it was not the sphere he was focusing his attention on. Currently, he was looking into a bright white orb hovering inches above his open right palm. It was projecting images of the Ultimate Team breaking free from the Entrapment's psychological attack and defeating the Ghostfreak avatar.

The cloaked individual frowned as he observed the scene. He finally had enough and threw the orb away, allowing it to dematerialize behind him.

"_**I will give these pests some credit. They are strong; however, that should be no surprise. They are from Fairy Tail, after all.**__**" **_The individual spat. Breaking free from the Entrapment's mind tricks was certainly an impressive feat, even if the spell wasn't focusing its full power on them.

He then glanced over to the purple sphere. _**"**__**It appears that**__** we**__**'**__**ll need to step up our game. Fortunately, time is on our side. We only need to slow them down long enough for the spell to take full effect.**__**"**_

A sinister smirk soon returned to the unknown character's face. _**"**__**Then, our work will be complete.**__**" **_

…

The Ultimate Team had finished witnessing Ben's first encounter with one of his most fearsome enemies, Ghostfreak. The group also had the pleasure of facing this adversary in battle. Even though the wizards had won in the end, they hoped they would not have to fight or see Ghostfreak again; at least not his _true_ form, anyways.

When they passed through another gateway, the group was in another setting once more. They looked around to observe their surroundings. The four wizards and cat were now in the middle of an adobe village. The buildings were completely made out of dried dirt and wood. Needless to say, the group was quite confused.

"Where are we now?" Gray wondered.

"Why's everything made of dirt?" Natsu pondered, scratching his head.

"Yeah. I thought Ben's world was more advanced." Lucy added.

The group's confused reactions were reasonable. After catching a glimpse of how technologically advanced the cities in Ben's world were compared to Earthland, they didn't expect to find a community made of adobe.

"Not all places in Ben's world are as advanced as his home country. Some are either too poor for technology or simply choose to live without it." Azmuth explained who was sitting on Erza's left shoulder. "For example, this is a reservation for the Navajo people and this is how people of their culture prefer to live compared to Ben's culture."

"I see." Erza complied, understanding the circumstances of people's lifestyles.

"So where's Ben?" Happy asked.

The team looked around and quickly spotted the young brunette hero standing by a booth selling an assortment of knickknacks. His Grandpa Max was up ahead chatting with what appeared to be a friend of his. He was an old, copper-skinned man with a well-built body and long graying hair tied into a ponytail. He wore boots, gray pants, and a light brown shirt with a dark brown vest over it. This was Wes Green, an old Plumber friend of Max.

Due to his expression, the wizards could tell that Ben was bored and uninterested in anything around him. As he yawned, Gwen looked at him in annoyance and pushed him away from the stand. The team followed the two pre-teens to hear what they were saying.

"_I know Mr. Green is grandpa__'__s old buddy, but could this trip get any more-__"_ Ben's grumbling was suddenly cut short when his eyes fell on someone. She was a Navajo girl around his age with copper skin; long black hair tied into a ponytail, and was wearing a blue and red dress. She was performing some sort of ritual dance in the street while a few men kept the beat by playing a drum.

Ben blinked a couple times as a dopey smile appeared on his face. _"__-cooler.__" _He said, finishing his previous statement.

"_That__'__s my granddaughter, Kai.__" _Wes said proudly.

"_Well, Wes, the last time I saw her she was barely walking.__" _Max smiled, placing an arm around his friend's shoulder. _"__Now look at her.__" _

"_She__'__s performing a ceremonial Navajo dance.__" _Wes explained.

"_Yah know I was hoping to see one of those before the summer ended.__" _Ben proclaimed enthusiastically.

Gwen turned to Ben incredulously with her hands on her hips. _"__Since when have you been interested in Native American spiritual dance?__" _

Ben smirked. _"__Only like forever, dweeb. It rocks!__" _

The group was bemused to see Ben's sudden change in attitude. Earlier, he appeared uninterested in the village. But as soon as his eyes fell on Kai, his face lit up with excitement. Erza narrowed her eyes at the young shape-shifter. She did not like where this situation was going.

"I wonder what made Ben so excited just then." Gray wondered.

"Yah think it's that Kai girl?" Natsu suggested.

Erza felt her stomach tighten from that possibility.

"Could be," Lucy pondered, tapping her chin in thought.

As soon as the drumroll ended, the crowd applauded Kai for her performance. The young Native American girl smiled and bowed. When Ben spotted Kai coming toward him, he quickly slicked back his hair in an attempt to look cool. A dopey expression crossed his face as she passed by him.

"Yup. I can see it now." Natsu claimed. "Ben's definitely crazy about this girl."

Gray nodded in agreement. "For once, you're actually right about something."

Erza's expression became more irked. She was about to comment on their words when thunder roared across the land. The Ultimate Team looked up to see dark clouds accumulating overhead. They quickly got in battle-ready stances, prepared for a fight.

"Crap! It's the Entrapment!" Natsu exclaimed.

"It's attacking us again already!" Gray shouted, confused.

"But we haven't even finished viewing this memory yet." Erza added, startled.

"No, no. Relax" Azmuth dismissed their worries. "That storm is part of this memory."

"Oh…" the group said simultaneously, their tensed bodies relaxed.

"_You__'__re positive you__'__re not doing a rain dance?__" _Gwen inquired skeptically.

"_Positive, why?__" _Kai asked.

Suddenly, storm clouds completely engulfed the sky and blanketed the village in darkness as it began to rain hard. Then, without warning, a purple lightning bolt struck in the middle of the street. Villagers and tourists screamed out and scrambled to safety.

"_That__'__s why!__" _Gwen yelled.

Max and Wes ran to the girls and guided them away from the destruction. _"__Take cover in the Rustbucket!__"_ Max ordered.

Ben remained where he was, despite being soaked to the bone. He continued to gaze at Kai with a dopey smile. As a result, Erza narrowed her eyes and gnashed her teeth in frustration.

'_There__'__s no way. How could he just-__' _Erza's thoughts were interrupted when a purple lightning bolt struck meters behind Ben, throwing up a dust cloud.

From within the dust cloud, the outline of a large wolf-like creature and a pair of mauve eyes came into view.

Ben turned to the creature and simply responded, _"__Anyone wanna ask that thing for an umbrella?_"

"I never noticed how much Ben jokes around in serious situations." Gray noted.

"Oh, and like you and Natsu are any different by bashing heads every five minutes." Lucy retorted.

Gray snorted and looked the other way. "It's not my fault matchstick starts crap with me all the time."

"I start crap?!" Natsu yelled, outraged. He butted heads with the ice wizard, both of them emitting their respective magical element. "If anyone starts crap around here it's you, yah frosty prick!"

"Get real, dragon breath!" Gray countered. "Everyone knows that you're the one who always starts fights at the guild hall."

"This only proves my point." Lucy groaned, exasperated.

Before the Dragon Slayer and Ice-Make wizard could engage in a brawl, Erza swiftly slammed her armored fists into their heads. They fell to the ground with swirling eyes and stars above their heads.

"That's enough you two! No more of your nonsense!" Erza snapped.

"Aye…" they both weakly muttered.

Ben's subconscious sighed heavily. "Those two never do stop butting heads, do they?"

"Most of the time: no." Erza replied. "However, when the situation is serious, they can come together."

"And then go straight back to fighting." Lucy added.

"Unfortunately…" Erza sighed, irritated.

Erza, Lucy, and Happy returned their attention to the memory whilst Natsu and Gray slowly regained their bearings. They were quite surprised to see a large, bipedal wolf creature stand amongst the smoke cloud. It looked down at Ben for a moment, almost as if it were studying him before it ran off and vanished within a blink of an eye.

"What was that?" Lucy asked.

Ben's subconscious narrowed his eyes. "An old enemy" he simply replied.

Wes and Max ran up to Ben, shocked to have seen the silhouette of the wolf-like being. Before anyone could comment, the ground began to shake. The people in the memory and the Ultimate Team looked down the street to see an enormous surge of water racing toward them.

"_Flash flood!__"_ Wes exclaimed.

"We're gonna drown!" Natsu yelled, panicked.

A millisecond before the wall of water reached the wizards a bright flash had filled their vision. When they opened their eyes, they were now standing on the roof of one of the buildings. Natsu looked around, confused.

"How did we-"

Azmuth cut off Natsu and responded, "I placed us up here so you'd have a better view of this memory." He then looked at the fire wizard in annoyance. "And why did you panic from the flash flood? You know it wouldn't have affected any of you."

Natsu grinned sheepishly and laughed weakly. "My bad…"

Gray shook his head and muttered, "Idiot."

The team turned their attention back to the memory to see that Max and Wes had climbed over the edge of the building on the opposite end of the street. Ben pulled himself over the edge of the building the Fairy Tail group was currently on. Gwen and Kai, meanwhile, were trying to climb on top of the Rustbucket. The former was on the ladder whilst the latter had lost her grip and was being swept away by the strong water current.

"_Help!__" _Kai cried, trying to stay above the waves.

Ben saw Kai coming his way and immediately reacted by activating the Omnitrix. _"__Goin__' __Ripjaws!__" _When he slammed the dial, instead of the usual green flash and transformation the team was used to, nothing happened. He, along with the wizards, was confused.

"Why didn't he transform?" Happy asked, bewildered.

Azmuth shrugged. "Sometimes the prototype Omnitrix worked and other times it didn't."

"You're saying that it would occasionally fail?" Erza queried.

The subconscious avatar nodded. "Yes. That or it was out of power."

Ben looked down to see Kai being swept away past him and grinned confidently. _"__Okay__…__going by myself.__"_

The others were a little surprised to see young Ben jump into action, despite not having any superpowers.

'_Even though he__'__s not an alien and is powerless, he still risks his life to save people.__' _Erza mused, watching the ten-year-old boy with a thoughtful expression.

Ben ran along the roof toward Kai and jumped off the edge, but surprisingly landed on a floating barrel. He grabbed hold and balanced himself so he wouldn't fall off.

"_Help!__" _cried a panicked Kai.

As the young Native American girl started being pulled under, the barrel Ben was riding reached her just in time.

"_Grab my hand!__" _yelled Ben, outstretching his left arm.

Kai immediately took it and pulled herself to the barrel, climbing onto it behind Ben. Once she was, they both collectively gasped when they spotted a wall ahead of them. If they collided with that wall at the speed they were going, then the duo would certainly be in trouble.

"_Jump!__" _Ben commanded.

Without hesitation, the two jumped up hand-in-hand and grabbed hold of the underside of a wooden rooftop for a shop. The barrel they were previously on smashed into the wall, breaking in half.

The gang was definitely relieved that Ben and Kai were safe for the moment.

"_Thank you,_" Kai thanked Ben with a smile. "_Can I-_"

"_Repay me?_" Ben cuts her off with a suave smile. "_No need. I'm one of those,__**'leaps first, looks second**__' kind of guy._" Ben proudly proclaimed.

"_That's nice, but what I meant was,_" Kai gestured with her chin down to their joined hands. "_Can I have my hand back now?_"

Ben's eyes widened and he looked down as if suddenly realizing that he'd taken her hand in his own. He blushed vividly and seemed shy about it.

"Since when does Ben act shyly?" Natsu stated with his arms crossed and head tilted quizzically.

"When he fell in loooooove" Happy trilled out in a sing-song voice.

"What!?" Erza instinctively grasped at her sword hilt, staring at Happy in shock. "That's nonsense! Where did you get such an absurd assumption?"

"Look at how he's blushing!" Happy pointed to young Ben.

"Of course he is." Lucy scolded. "He's a ten-year old-boy. He probably still thinks girls have cooties or something like that."

Ben's subconscious cleared his throat, gaining the group's attention once more. "As a matter of fact, Ben did think all girls had cooties prior to meeting Kai."

"See! Told yah." Lucy said proudly.

"Now, let's move onto the next memory." Azmuth said.

In a bright flash, the team was now in another setting. They looked around to see that they were in a large room that housed various artifacts in special cases. It was clear that they were in a museum.

"So, is this a museum?" Lucy inquired curiously.

"Looks like it." Gray replied.

"Ugh," Natsu groaned, "I hate museums."

"Aye," Happy agreed.

"It wouldn't hurt for you both to learn a little." Lucy deadpanned.

The Ultimate Team then spotted Ben, Gwen, Max, Kai and Wes standing in front of an old tapestry hanging on the wall that depicted a large wolf-man.

"_I never thought I__'__d see one.__" _Wes claimed, still dubious of what he witnessed earlier.

"_One what?__" _Ben asked.

"_A Yenaldooshi. Navajo werewolf.__"_ explained Wes. _"__I thought they only existed in folklore. Their presence is a sign of pure evil.__" _Wes unslung his rifle from his back and loaded a cartridge into the chamber. _"__I must find it. I__'__ll tranquilize it and bag it.__" _

"_I__'__ll go with you.__" _Max said.

"_Count me in.__" _Ben proclaimed confidently.

"_Me too, grandpa.__" _Kai offered, excited.

"_You know only Braves can be trackers, Kai.__" _Wes stated.

"Braves?" Gray repeated, bewildered.

"A Brave is another word for warrior in the Native American culture. Only men can be Braves." Ben's subconscious clarified, appearing on Lucy's left shoulder. Said girl nearly flicked him off in surprise.

"_Who made up that rule?__" _asked an incredulous Gwen.

"_It__'__s been that way for centuries. Times change, but traditions don__'__t.__" _Wes declared. _"__You and Kai will be left behind.__" _

Kai closed her eyes and walked away in disappointment and frustration. Gwen was about to protest until Max grabbed her by the shoulder.

"_Their land. Their rules, Gwen.__" _Max stated.

Max walked off after Wes as Gwen lowered her head in disappointment.

An upset expression overtook Erza's face as she huffed. "Even if it's their culture, it's still barbaric." The redheaded knight snapped.

"_Kai seems bummed. Maybe I could cheer her up?_" Ben said to Gwen in a confident tone.

"_Since when do you care about what girls care__…_" Gwen's eyes widened slightly as it dawned on her why Ben was acting this way. "_...about_."

"_Unless you LIKE HER!_" Gwen informed Ben in a slightly accusatory tone.

"_WHAT!?_" Ben's eyes widened in shock.

"_That__'__s it!__" _Gwen pointed at his nose. _"__Like you so like, like, like her.__" _

"_No Way!_" He vehemently denied.

"_Ben's got a crush! Ben's got A Crush!_" Gwen started singing.

"_SO NOT!_" Ben denied.

"_So do!_" Gwen replied.

"_So don__'__t,__" _Ben folded his arms over his chest and smiled, _"__but__…__if you__'__re hanging around Kai or something, could you do me a favor?__" _

"_What?__" _Gwen looked at him suspiciously.

"_Sort of let it slip how cool I am. Yah know, like you__'__re lucky to have me for a cousin.__" _Ben boasted.

"_So, basically, you want me to totally lie?__" _Gwen deadpanned.

"_Well...when yah put it that way__…__sure!__" _Ben responded as he ambled away with confidence in every step.

"What!?" Erza exclaimed, but was barely heard over Natsu's laughing.

"I don't believe it! We're witnessing Ben's first crush?" Natsu laughed, aiming the question at Azmuth.

"Indeed. Kai was Ben's first crush, and had left a very lasting impression on him," the subconscious avatar gave a wry grin. "Even years later…"

Erza stiffened and clenched her gauntlet fists. _'__Okay, Erza. Get a grip! There__'__s no reason for me to feel this way. It was only a crush__…__but__…__why do I feel pain in my chest?__' _

"So, how many crushes did Ben have?" Gray asked the subconscious manifestation.

"Not many. As a matter of fact, he only crushed on a few girls and only really dated one girl." A pained expression suddenly crossed Azmuth's face.

"Hey, are you alright?" Happy asked anxiously

"It's nothing! Let us move on." Azmuth snapped to stop the flow of questions.

The group was surprised to hear Azmuth get so moody and suspected it might be related to something personal to Ben. Erza looked at the small subconscious avatar with a contemplative expression. What could Ben be hiding from everyone else?

Another bright flash enveloped the team as they transitioned to another memory. The Ultimate Team was now on a path in the middle of the rocky desert terrain. It was nighttime and a blanket of stars and a bright full moon filled the sky. They looked over to see Wes and Max walking down the path, the former armed with a rifle and the latter with a flashlight in hand.

"_The footprints end here.__" _Wes noted.

"So, lemme guess, they're searching for the werewolf?" Gray guessed, folding his arms over his bare chest; his shirt having been thrown to the ground earlier.

"Yes."Ben's subconscious answered, once again sitting on Erza's shoulder plate. It seemed to be a favorite spot for him. "Although I bet you'll be surprised at what you see in this memory."

"With the squid-faced monster, a zombie clown, and deformed phantom, how could anything possibly surprise us?" Natsu scoffed, unconvinced.

Azmuth smirked and responded, "Turn around and you'll see."

The team watched to see Wes become alert and turn around. _"__I sense its presence.__" _

"_There!__" _Max shined the light up to a pile of rocks above them; standing on it was a large, powerful-looking wolf creature. But what really surprised the wizards was the fact that its eyes shined a familiar green and it wore young Ben's attire.

"_No! Don__'__t shoot. It__'__s me! Benwoooolf!__" _the wolf-man howled.

"Whoa! That's Ben!" Gray said, dumbfounded.

Azmuth huffed in satisfaction, and gloated, "Told yah you'd be surprised"

"AHHH!" Happy cried, his eyes bulging out in fear. "WOLF!"

"Why are you freaking out, Happy? It's just a wolf." Natsu said dumbly. "Or, I guess I should say Benwolf."

"I hate wolves!" Happy exclaimed. "They terrify me! They're big, snarling cat-eaters!"

"You seemed okay when Ben turned into Wildmutt." Lucy stated.

"That's because it's a mutt, not a wolf! Besides, that was Ben. I knew I was safe then." The blue cat retorted. "Hold me, Lucy!" He lunged for her large boobs, but was smacked to the ground. "Owchie!"

"Don't let your fear overcome common sense, and stop going for my boobs!" Lucy shouted.

"_Your transformation is complete. We need the cactus.__" _Wes said urgently.

"Cactus?" Erza echoed.

"In Navajo legend, the only way to kill the Yenaldooshi and change its followers back to normal is to take a silver pendant, drip it in a certain type of cactus juice, and place it against the Yenaldooshi's chest." Azmuth explained.

"So, Ben got turned into a werewolf by that Yenal-something?" Natsu asked stupidly.

"Yenaldooshi," corrected Lucy.

"Just watch and you'll find out." the Galvan said irritably.

Wes held up a red pistol and fired a bright flare into the sky. Unbeknownst to the group, it was intended to signal the trio's location to Gwen and Kai who were searching for the cactus that was needed. Suddenly, the sounds of shifting rock caught everyone's attention.

Benwolf, Max, and Wes turned around and looked up at the "Yenaldooshi" standing above them on a boulder. It smoothly jumped down and glared at the trio with its bright purple eyes, snarling in anger.

"_Who are you looking at, Ugly!__" _Benwolf taunted.

'_Does Ben always have to mock his enemies before he fights them?__' _Erza mused.

"_Ben, we need the cactus to destroy it!__" _Wes mentioned.

The Yenaldooshi let out a growl, bent its knees, and leapt toward the preteen hero. Impressively, Benwolf grabbed the Navajo werewolf and tossed it over his head behind him.

"_Yeah, but it doesn__'__t need anything to take us out!__" _Benwolf countered.

The Yenaldooshi quickly regained its bearings and stood up. Suddenly, its mouth split into four parts as it discharged a purple-colored sonic howl at the trio; much to the Ultimate Team's shock. Benwolf, Wes, and Max were thrown off their feet and slammed into a rock wall.

"WHOA! What was that!?" Lucy stammered.

"I didn't know werewolves could do that." Natsu commented, surprised.

"They can't. Something wasn't right about that howl." Erza observed.

Azmuth glanced at the redheaded warrior with a contemplative expression. _'__She__'__s very insightful. No wonder the conscious mind holds her in such high regard.__' _He mused.

Benwolf recovered from the sonic blast and got to his feet. _"__Guess its bark is worse than its bite.__" _He quipped.

"Hmm…not the best quip, but not the worst either." Gray commented.

"Given the situation though, I would say it fits well." Natsu added.

"Aye," Happy chirped.

Lucy sighed, exasperated. "You three are hopeless."

The Yenaldooshi and Benwolf charged at each other, both running on four limbs. They collided with one another hard and rolled across the ground, throwing up a dust cloud around them. The Fairy Tail wizards watched as both werewolves traded punches and blows for a moment; however, the Yenaldooshi gained the upper hand as it pinned Benwolf's arms to the ground, the edge of a cliff right behind him.

The purple-eyed wolf-man growled at Ben as it prepared to strike, but Max was quick to step in.

"_Back off!__" _Max yelled, hitting the back of the werewolf's head with a stick; which shattered upon impact.

The Yenaldooshi stood up and turned its sights on Max and Wes, who cautiously stepped back. It narrowed its eyes and snarled in ire as it ambled towards them.

_"Going XLR-wolf," _Benwolf growled. But when he lifted his left hand, there was no watch on it._ "Wait." _He huffed and panted._ "It's not on my wrist."_

Benwolf looked around, trying to find a solution. He picked up a rock and hurled it at the werewolf's head, causing it to turn around and lunge at him in frustration. Round two between the two werewolves started.

Gray's eyes bulged slightly in realization when he noticed that Ben's Omnitrix was missing.

"Lucy, are you thinking what I'm thinking?" Gray questioned the blonde-haired wizard, who turned to look at him.

"I think so, but how can we force Erza to admit to the entire guild that she's in love with Ben and record it for future monetary value?" Lucy responded.

"That's not what I was thinking at all!" Gray exclaimed, shocked.

"Then we're not close friends are we?" Lucy teased with a wink.

"I think what Gray meant, was that maybe Ben's Omnitrix is missing for a reason," Erza declared, and then leveled Lucy with a scowl. "And don't believe for a second that I won't seek retribution for that thought, Lucy."

"AND I JUST PAID MY MONTH'S RENT FOR MY APARTMENT. DON'T KILL ME!" Lucy screamed, ducking behind Natsu.

The attention of the group was drawn back to the scene. Kai and Gwen returned to hand over the rare cactus needed by the former's grandfather. Wes then squeezed the cactus juice onto the silver coin, and determinedly ran toward the Yenaldooshi. As Max and Benwolf restrained it, Wes aimed to place the coin against the beast's heart.

However, the Yenaldooshi broke free temporarily to throw Benwolf into the ground and hurl Max into Wes, causing him to drop the silver coin. Benwolf got up and managed to grab the Yenaldooshi's arms, pinning them behind its back. With its chest exposed, Gwen succeeded in grabbing the coin, and then pressing it to the creature's chest.

"Wait...nothing's happening." Natsu scratched his head in confusion. "Shouldn't it be dying, or something?"

"So my suspicions were true. This is NOT a _real_ 'Yenaldooshi'," Erza grasped, "but something else entirely."

"Aww man…" the Dragon Slayer pouted, "And here I was thinking how cool it was to see a werewolf."

"If it's not a werewolf, then what is it?" Lucy wondered, not reaching the same realization as Gray and Erza.

_"Wait, shouldn't something happen?" _Gwen worried.

The Yenaldooshi seemed to give Gwen a smirk before smashing its head backwards into Benwolf's face, flipping the wolf-boy over, and leaping over Gwen to make its escape._  
><em>The group gathered closer to Gwen while Wes bent to pick up the silver pendant and examine it in startled disbelief.

_"I don't understand. That should've worked." _Wes argued.

_"Grandpa, the pendant didn't work because__…__maybe we're not dealing with a _Yenaldooshi_." _Kai spoke up as she gave Benwolf a meaningful look.

"Smart girl." Erza reluctantly admitted.

_"But it bit me," _Benwolf inputted in a confused tone._ "Isn't that why I'm like this?"_

Without warning, Benwolf began to convulse and twitch in pain. He fell on all fours as his body flashed with light and started to shift even more.

"BEN!" Erza exclaimed worriedly.

"Hey! What's going on with him?!" Natsu shouted.

"Look!" Lucy gasped, pointing toward Benwolf's chest.

His clothes seemingly vanished and transformed into a single white uniform with black stripes, and a familiar symbol appeared on the center of his belly.

"I knew it," Erza slapped her fist into her right open hand. "It's not a regular werewolf, but an alien instead!"

"Well, why the hell did it take Ben so long to transform?" Gray questioned the subconscious avatar that was leading on their memory trek.

"The Omnitrix was stuck between Active and Capture Mode," Azmuth answered. "Thus, it took a while for the Omnitrix to _'get out of the flux' _and as such, it took a while for Ben to fully transform. But ever since then, when in Capture Mode, Ben could turn into any alien whose DNA it acquired."

"Yah think Ben could turn into Igneel or Happy then?" Natsu asked eagerly.

"I highly doubt that." The subconscious dryly replied.

The scene started to fade and reconfigure into another setting. After a moment, the team had returned to the Navajo village. Wes was talking to a couple of men whilst Max, Ben, Gwen, and Kai waited behind him. When he finished his conversation, Wes turned back to them with a smile.

"_Good news,__" _reported Wes, _"__it would seem that a few people are returning. Thank you.__" _

"_Eh__…__it was nothing.__" _Ben commented with fake modesty.

"Wait, what happened to that alien werewolf?" Gray queried curiously.

"Ben and the others trapped it in a collapsing cavern. Thankfully, Ben was able to close off the cave's entrance from a flood of lava that threatened to destroy the village." Azmuth responded.

"Aww…why didn't we get to see that?!" Natsu whined.

The subconscious manifestation shrugged. "I can't control the set of memories we see. We are going down the quickest path to Ben's consciousness."

"_What do you think that alien wanted anyway?__" _Kai asked.

"_Since we never found any of that satellite equipment or your receiver, I can__'__t say for sure.__" _Max replied.

"_Who cares? We kicked its butt!__" _Ben boasted, looking at his Omnitrix; which showed a silhouette of the form that Ben would rename in eight years to Blitzwolfer. _"__And maybe now I can collect alien DNA.__" _

"_Come inside the museum.__" _Wes said to Max, leading him into the building. _"__I can__'__t send you on the road without a few souvenirs.__" _

_"It's a long summer. Maybe I'll see you again.__" _Ben proclaimed, shyly approaching Kai.

Erza frowned. Though she'd come to accept that Ben was bound to have had some girls in his life he loved, it still didn't ease the strange ache in her chest.

"Boy, who'd have imagined Ben falling for a girl?" Lucy teased with a smile.

"What? Did you think he went for boys?" Gray raised an eyebrow at the Celestial wizard.

"Of course not!" Lucy waved her hands frantically. "Not that I'd have a problem with that, I'm just saying...well, the way he acts so cool around Mirajane and me, or shyly around Cana, some of the most beautiful girls in Fairy Tail, that maybe he didn't have an interest in dating or anything."

"Yeah, I figured he was just focused on saving the world or getting back to his world." Natsu agreed before he crossed his arms, shutting his eyes in deep thought. "There's just one thing that bothers me."

"And what's that?" Lucy asked.

"Why'd you include yourself among the 'Beautiful Girls of Fairy Tail?" Natsu questioned, earning him Lucy's fist driving itself into the top of his head.

"That's Natsu for yah." Happy sighed sadly, floating in the air.

_"The thing is, Ben, you seem like a nice guy, but you're just not my type."_ Kai replied.

That immediately got everyone's attention, including Erza's. Azmuth let out a grunt of discomfort. "Oh, this never gets any easier to remember." He said in a melancholic tone.

_"Huh? I-I thought you really liked me."_ Ben's asked in a disappointed tone.

_"__Well, that was before you turned back into, well, you.__"_ Kai said in a matter of fact voice.

The whole team gawked in unison from that heartless statement.

"Whoa." Natsu's eyes widened from shock. "Man, that's…"

"…cold." Gray finished, a mortified expression plastered on his face.

"Yeah, that." The fire wizard agreed.

Even though Natsu and Gray were not the sharpest tools in the shed when it came to things like romance, love, and girls in general, they weren't completely clueless. They knew that what Kai said to Ben was truly harsh.

"She did NOT just say that!" Lucy sputtered in disbelief. "I mean, sure Ben as a kid is a tad...reckless, and much. But you just don't say THAT!"

"Poor Ben, this is his first heart-break." Happy lowered his head in sadness.

_"What's wrong with me?"_ Ben asked in a hurt tone, the look in his eyes becoming downcast.

"THAT LITTLE-" Erza was ramrod stiff and her hands shook as they clenched at her sides. "How dare she say something like that! There's nothing wrong with Ben! Sure he was immature when he was young, but he's a sweet, kind, loyal, and handsome man!"

"Aye! Is that so?" Happy asked coyly, floating near Erza, only for her to grab him by his tail and throw him down to the ground.

"I..." Erza's face turned as red as her hair, realizing what she had just blurted out. "That's...just from a professional view. Nothing more, cat!"

_"Nothing, and the alien stuff__'__s cool, just not as cool as when you were a Yenaldooshi. I figured I could train you, tame you, you know?"_ Kai continued.

Erza's eyes narrowed at the black-haired girl as she gritted her teeth in anger. "That girl has to be the most callous, cold, ungrateful, unfeeling...BRAAAGH!" Erza fumed, unable to do anything to punish Kai for her cruel statement since she was only a memory. "Ben is not an animal to tame! He's a person, just like everyone else!"

"Please calm down, Erza." Gray suggested weakly, holding up his arms in a placating manner. "No need to get all worked up over some cruel girl's statement."

Lucy tapped her chin in thought. _'__If Erza is getting this angry from somebody being cold to Ben, then that could only mean-__'_

"_Train him? Tame him?"_ Gwen's incredulous expression showed that she shared Erza's outrage over Kai's cold disregard for Ben as a person. "_He's a person, not a pet. You can't talk to my cousin like that!" _She reprimanded Kai harshly.

"_Thanks.__" _Ben smiled, happy that his cousin was actually standing up for him. However, his smile quickly faded when Gwen finished her statement.

"_Only_ I_ can talk to my cousin like that. You just blew it big time.__" _Gwen stated.

"_Oh well, whatever.__" _Kai shrugged off as she strolled away uncaringly.

Ben stepped toward Gwen as he stared at his first crush's retreating form with a disheartened frown.

"_The thing about a crush is__…__sometimes you get crushed.__" _Gwen stated in a sagely manner. She then gave her cousin a reassuring smile. _"__Don__'__t worry. There__'__s lots of other girls out there.__" _

"_Yah think so?__" _asked Ben. _"__But how do I impress them as me?__" _

"_Two secret words is all you need to know.__" _Gwen smirked as she walked away.

"_Really?__" _a bit of hope returned to Ben's visage. _"__What are they? C__'__mon! You got to tell me!__"_

As the young hero raced after his cousin, the scene faded away into darkness. The Ultimate Team was left in an empty void.

"I wonder what those two words are." Natsu said, stroking his head in a curious manner.

"Yah think its 'Be Cool'?" Gray implied.

"Nah…maybe it's 'Eat a lot'?" Natsu suggested with a wide grin.

"That's three words, dunderhead. And no! None of those are right!" Lucy yelled, exasperated.

"Well then, what are they?" the pink-haired wizard inquired.

"Sorry," Lucy turned around with a smug smile. "But that's for us girls to know, and for you boys to never find out."

"Agreed," Erza replied stoically. She then turned to Azmuth. "So, did Ben ever see Kai after that?"

Azmuth nodded. "A couple times when Kai's grandfather visited Grandpa Max, and one time at Plumber HQ in Ben's hometown a year ago. Though she eventually apologized for what she said back then, they remained just friends."

"I see." Erza nodded.

"Yeah, but I bet ole Ben's still crazy about her. Am I right?" Natsu grinned.

"I wouldn't doubt it." Gray agreed, folding his arms over his chest.

Suddenly, a dark aura wafted off of Erza as she clenched her fists. Lucy's eyes widened as she warily stepped back.

"I mean, though Ben never hit it off with her that kind of crush he had is not something you just get over." Natsu proclaimed.

"Right. It sure makes any girl going after him futile." The ice wizard remarked.

All of a sudden, two armored fists slammed into the heads of Natsu and Gray. They collapsed to the ground with red swollen lumps on their noggins and swirls in their eyes.

"That's enough! It was only a childhood crush. People can change and let go of old loves, including Ben!" Erza declared fiercely.

"Aye…" the fire and ice wizard murmured painfully.

Lucy stared at her redheaded friend with an attentive look. _'__Yeah, there__'__s no doubting it now.__' _She thought.

The subconscious manifestation sighed slowly and placed a hand over his face. "Okay, yes, this first heart break did affect Ben for a long time. But I can personally assure you without a doubt that neither Ben nor I have feelings for Kai anymore. In fact, he hasn't had any romantic feelings for her in years."

Erza strangely felt the tension in her chest loosen up after hearing that declaration. A confused look crossed the Fairy Queen's face. Why was her body acting like this in the first place?

She didn't have time to ponder as Azmuth summoned another memory gateway. "I'm sure some of you will realize what this memory is. After all, Ben has already told you about it." He then stepped into the bright sphere.

"Something he's already told us? I gotta see this." Natsu ran inside and disappeared.

"Yeah right!" Gray exclaimed, running to the white orb. "All you care about is fighting!"

"Like you're any better, Gray" Lucy deadpanned, walking into the gateway with slumped shoulders.

Erza shook off her musings and walked into the portal. She could think later on what was going on with herself. Right now, her dear friend needed her.

…

After passing through the memory gateway once more, the Ultimate Team examined their new surroundings. They were now in a big, round room that was darkly lit. Despite the poor lighting, the wizards and cat gawked at the five humanoid monsters sitting on high seats in a semi-circle.

They were about thirty-feet-tall, and their skin color was primarily white while their hands and feet were black. The creatures had purple faces with black markings and multiple red eyes, and there were also four red eyes on their chests. Long flaps that were yellowish-orange on the underside and white on the top dangled from their backs. In addition, their bellies were big and rounded.

The monster in the center of the group had a few traits that separated it from the other four. It had a long collar that was colored yellowish-orange on the inside raised up around its neck, and the red eyes on its purple face were arranged differently. However, the most sickening feature was that its black and purplish-red intestines could be seen clearly on its gut.

Lucy shivered in disgust. "What are those things?"

"They're creepy!" Happy cried.

"Whoa! I can see that thing's intestines!" Natsu shouted in shock, pointing at the collared-monster in the center.

"These," Ben's subconscious appeared on Erza's shoulder, "are the Highbreed."

The eyes of the group widened exponentially. They remembered Ben telling them about saving his universe from the Highbreed Invasion. So, these things were the Highbreed?

"I gotta say these Highbreed sure aren't pleasant to look at." Gray commented dryly.

"And _they_ would think the same of you and every other species in the universe." Azmuth retorted. "These particular Highbreed are the High Council, and the one in the center is the Highbreed Supreme."

"High Council? Highbreed Supreme?" Erza repeated. "So, they are similar to the Magic Council in a way?"

The subconscious avatar nodded. "Yes, however, they hold absolute control over the entire Highbreed race."

"Hey, where's Ben at?" asked Natsu.

All of a sudden, the Ultimate Team was startled when the large door behind them was busted open. A smaller Highbreed that stood about fifteen-feet-tall was thrown into the room on its front side. This quickly grabbed the High Councilors' attention. Though their facial expressions were unclear, it was logical to assume that they were shocked and appalled.

"_Who dares?!__" _the Highbreed Supreme demanded in a scratchy, raspy-sounding voice.

Three individuals strolled into the room. The form of Humungousaur was immediately recognized. The second one was a teenage girl with long auburn hair and striking emerald eyes. She wore black dress shoes, black stockings, a black skirt, and a white shirt with a purple vest over it. All in all, she was quite beautiful.

"Who's that girl?" Lucy wondered; her eyebrows then quirked as she studied her closer. "She looks kind of familiar."

"That would be Gwen, fifteen-years-old." Ben's subconscious answered plainly.

"Dang…she sure changed." Natsu commented.

"A lot can happen in five years." Azmuth replied.

The third figure was a teenage boy with a muscular body and long, shoulder-length black hair. Surprisingly, his entire body was encased within grey metal!

"So, who's the guy covered in metal?" Gray questioned.

Natsu snorted, and narrowed his eyes at the metal-covered teen. "He reminds me of that no-good, iron-faced jerk, Gajeel!"

"That would be Kevin Levin." Azmuth explained. "A former criminal and a psychopath that gave Ben a hard time in his youth; however, he has greatly changed and has become a friend and ally to Ben." He then tapped his chin in thought. "Although, his attitude is not that much different from Gajeel's now that I think about it."

'_So, that__'__s why Ben wanted us to give Gajeel a second chance. He had had a similar experience with Kevin.__' _Erza realized.

"Look, Azmuth! It's you!" Happy shouted, pointing at another Azmuth who was sitting on Kevin's shoulder.

The subconscious avatar groaned, exasperated. "No…that would be the _real_ Azmuth."

The Highbreed that had been thrown to the ground got up and stood before the Supreme. _"__I__'__m sorry, master. They took me by surprise and-__"_

The Supreme held up his three-clawed hand to silence him. The Highbreed guard nodded and lowered his head in shame, walking out of the room.

The Highbreed Supreme looked at Humungousaur with his terrifying face. _"__You are the Earth vermin, Ben 10.__" _He stated, rather than asked.

"_Ben Tennyson, yeah. You__'__re the Highbreed top banana, right?__" _Ben asked in mocking tone.

"_I__'__ve read reports of your tenacity, but truly your gall exceeds all description.__" _The Supreme retorted.

"Huh…?" Natsu uttered in confusion.

"He basically said that Ben is bold and disrespectful." Erza simplified.

"Oh, well why didn't he just say that?!" the fire wizard demanded in annoyance.

"He did." Everyone deadpanned.

"_Thanks,__" _Humungousaur replied nonchalantly. He then became more serious. _"__I want you to call off the attack on Earth.__" _

"_Just like that?__" _the Supreme asked incredulously.

"_Pretty much!__" _Humungousaur growled. _"__What do you have to gain by hurting us?__" _

"_You are mongrels. Inferior life-forms. Your very existence is an affront to our purity.__" _The Highbreed ruler declared haughtily.

The eyes of the Ultimate Team and Alien Force furrowed from anger at the sanctimonious alien overlords.

"_Can we dispense of these lies?__" _Memory-Azmuth snapped with an irritated tone.

"_You accuse me of dishonesty. Your race is the Galvan, correct? A slightly more intelligent form__…__of pond scum.__" _The alien overlord derided.

"_Don__'__t be fooled by his posturing, Ben.__" _Memory-Azmuth advised. _"__They aren__'__t attacking because of their supposed superiority. They__'__re attacking because they__'__re dying out! Their ridiculous belief in racial purity led to inbreeding, loss of resistant to disease, and finally sterility. This is the last generation of Highbreeds, is it not?__" _

"_You are correct, vermin. But we will not perish alone.__" _The High Council turned their attention to a set of monitors above the room. They depicted a live feed of Earth and the massive fleet of Highbreed warships that were preparing to attack it. _"__In a matter of hours, my fleet will destroy not just Earth but every known inhabited planet in this galaxy.__" _The monitor then showed a video of a green planet cracking apart and detonating into an enormous explosion. _"__The fall of Galvan was the signal for our final attack to begin. _

_"Enjoy the view. You are about to witness the end of all life in the universe."_ The Highbreed Supreme gloated to the horror of the Fairy Tail members.

"They're deranged!" Erza shouted in disgusted shock.

"You may have missed the part where they were extremely racial and dying out?" Ben-Azmuth countered. "Beings that have nothing to lose tend to perform mentally unstable actions."

"And we all witnessed that firsthand with..." Gray stopped to give a wary glance to Erza, who nodded in realization from who the ice wizard was referring to.

"…with Jellal." Erza whispered.

"This must be what Ben meant, when he said he saved the universe!" Lucy managed to collect her thoughts to come to a conclusion.

"But how could he have done it?" Natsu said with a deep frown, his arms crossed. "This looks impossible!"

"Aye!" Happy whimpered, clinging to Natsu's shoulders.

The real Azmuth seemed to unknowingly agree with the Fire Dragon Slayer's logic. _"All is lost."_ He bowed his head in resignation. _"They are far too powerful to fight."_

_"Why fight them__…__ when we can help them?"_ Humungousaur's proclamation gained everyone's attention.

He then looked down at the Omnitrix symbol on his chest. _"Omnitrix, can you repair the genetic damage to the Highbreed? All of them?"_

The Omnitrix responded in a monotone version of Ben's voice. "_Genetic manipulation on that scale will require all available power."_

In a flash of green light, Humungousaur turned back into fifteen-year-old Ben. He wore the same attire that the group was used to; however, he seemed to be a little shorter and a bit more on the scrawny side. His Omnitrix also looked different. It was a slim wristwatch design with a circular dial that had the same hourglass symbol emblazoned on it, and the band was green with a black stripe going down the center.

_"Genetic recombination sequence is ready." _The Omnitrix articulated.

"What is he doing?" Lucy inquired.

Erza's attention was fixated on Ben as she stepped closer to look at him. Ben pulled back his left sleeve to reveal his Omnitrix, which began to glow more brightly.

_"What are you doing?" _The Highbreed Supreme questioned in confused suspicion.

_"Wait for it."_ Ben exclaimed with a confident smile, holding his arm up into the air.

"Erza, you might want to step back a bit." Lucy called out.

The redheaded knight, however, ignored Lucy as an enormous, brilliant white pulse of light shot out of the Omnitrix. A wave seemed to fall over the entire council and it continued on out of the building. Unbeknown to the group, the wave entered the Hyperspace Jump-Gate and was propagated throughout the rest of the Milky Way Galaxy.

"WHOA!" Natsu shouted in disbelief.

Erza turned away from Ben and was met with quite a shocking sight. Needless to say, the Fairy Tail group was startled by what happened.

The skin of the Highbreed Council had completely changed into a plethora of color combinations. The Highbreed Supreme now had red skin, yellow eyes, and the inside of his collared neck was bluish-white.

The High Councilors were all frozen in shocked disbelief as they examined their new skin colors.

"Whoa…I just had a flashback to that incident with that Empowerment Charm." Gray noted, running a hand through his hair in shock.

"Please, don't remind me." Lucy cringed in fright "I still have nightmares about hacking up exploding vomit."

"Why? That was cool." Natsu grinned widely.

"It is not cool, it's completely gross!" Lucy shouted, enraged.

"Yes, what happened was that EVERY single Highbreed in the universe was genetically changed." Ben's subconscious clarified. "Just as you four," he pointed to Natsu, Gray, Lucy, and Happy, "were spliced with alien DNA, so were all the Highbreed; however, their transformation was permanent."

"Amazing…he found a solution." Erza gasped, flabbergasted. "And even though they tried to destroy all life, they still earned his sympathy, and he cured them."

_"What have you done?!"_ the Highbreed Supreme exclaimed, horrified.

_"I ordered the Omnitrix to reprogram your DNA."_ Ben proudly explained.

_"And judging from the new look, I'd say it worked."_ Kevin stated.

Ben looked down at his wrist. _"Omnitrix?"_

_"Program complete."_ The Omnitrix responded_.__"All Highbreed in range of transmission are now genetically fused with random species from Omnitrix database.__"_

_"In range of transmission? With the Jump-Gates open for the attack!"_ the Highbreed Supreme seemed to shake in alarm and disgust.

The other four council members continued to examine their new bodies in stunned silence.

_"Every Highbreed in the galaxy is now a, uh, how did you put it?"_ Memory-Azmuth asked, aiming the question towards Gwen.

_"He called us mongrels."_ Gwen answered, smiling slyly.

_"Welcome to the kennel club."_ Kevin added smugly.

Erza frowned and crossed her arms over her armored chest. "They don't seem very grateful." She pointed out.

"No, they don't." Gray agreed. Though they had no facial expressions, it was clear from their body language that the Highbreed were clearly unhappy.

Natsu, Happy, and Lucy blinked in bewilderment and watched the memory unfold further.

_"How could you do this!?"_ the Highbreed Supreme demanded in a despair-stricken voice.

Ben frowned in confusion. _"I don't understand. I saved you."_

_"You have made us impure. There is only one honorable act left to us."_ The Highbreed Supreme declared in a final tone.

"They plan to kill themselves." Lucy exclaimed in shock.

"No way!" Natsu yelled in angry disbelief. "After Ben just helped them?"

"They are a proud, xenophobic race, Natsu." Erza explained sadly. "To them, other lifeforms are 'mongrels'. So, being 'changed' is a death sentence."

_"No! There is another way!" _A voice loudly proclaimed, catching everyone's attention. The voice belonged to a normal Highbreed with the exception of his green, plant-like right arm.

_"Reiny!__"_ Ben happily exclaimed.

_"You know him?" _Gwen asked in surprise.

_"I know a lot of people."_ Ben smiled.

"He sure does! I mean, look at us." Natsu smiled widely.

"Yes…quite scary." Azmuth jeered, earning an amused grin from Erza.

_"This human once cured an ailment of mine by changing my DNA."_ Reiny continued. "_At first, I thought the impurity a curse, but I have since learned otherwise. Fellow Highbreed, we can live!"_

After hearing his speech, the Council began to speak among themselves in their own language. The Fairy Tail wizards all waited with bated breath before they turned toward Reiny.

_"It is decided. The High Council elects you Highbreed Supreme. Lead us wisely."_ The former Highbreed Supreme addressed to Reiny.

The Fairy Tail simultaneously sighed in relief as Lucy and Happy cheered in happiness.

Reinrassic III bowed respectfully to the High Council. _"__I will try.__" _

Suddenly, the scene transitioned into a small, circular room that contained an array of alien broadcasting mechanisms aligning the walls.

"_To all Highbreed within the sound of my voice,__" _Reinrassic's voice was amplified and broadcasted to every Highbreed warship in the galaxy, _"__the war is over! Return home so we can create a new future together."_

After the transmission ended, Reiny turned around to face Ben and looked down at him for a moment. He stretched out his green, right arm to the Omnitrix bearer. Ben smiled as he took it and shook it with a content expression.

_"Thank you for your help, Ben Ben Tennyson."_ He said gratefully.

As the memory ended, it faded and distorted until a blanket of darkness enveloped the Ultimate Team.

"Amazing." Gray breathed.

"Yeah! That was so cool!" Natsu proclaimed. "He changed them all and kept their race from dying!"

"Aye!" Happy happily exclaimed.

"Then a former Highbreed he helped before showed up, and because of what Ben did he convinced all of his people to NOT commit suicide, and stopped the war!" Lucy concluded with a awed expression.

"Yes. He is certainly something else…" Erza whispered to herself, a warm smile on her face.

'_Most would__'__ve wanted to kill the Highbreed for what they were about to do, but Ben helped them instead. They earned his sympathy and he cured them from their ailments. He saved them.__' _The redheaded knight closed her eyes, smiling at the thought of Ben. A warm feeling began stirring in her chest once more. _'__He truly is a great man.__' _

All of a sudden, the sound of thunder brought the team out of their musings. The Fairy Tail group looked up to see dark clouds swirling above them. Purple lightning flashed through the ominous accumulations. Natsu, Gray, Erza, and Lucy tensed up as they readied themselves.

Another battle against the Entrapment avatars was about to unfold once more.

The blank void around them began to contort and bend into a new setting. When the scene finished developing, the group was now standing in the middle of a circular clearing in the middle of a cornfield. However, the most eye catching objects were the three enormous towers standing in the fields.

The towers were made of a silver-greyish metal and their overall design was circular. Four large circular-shaped platforms, each one a different size, stretched out from the towers' structure in a random configuration. At the very top of the antenna-like construct were three spheres.

"Um…why are we in a cornfield?" Gray asked, looking around.

"And what are those big towers?" Happy added, pointing at the three alien structures.

Suddenly, the three towers hummed and fired bolts of lightning into the sky. As a result, a swirling mass of dark clouds formed over the area. The temperature dropped below freezing instantaneously. Before long, snow began to fall from the sky and stick everywhere.

Erza held out her hand and watched as the white frozen water gathered in her palm. "Snow?"

"Why did it get so cold all of a sudden?!" Lucy stuttered as she wrapped her arms around herself, shivering madly.

"Those three towers there are Highbreed weather machines." Azmuth answered, appearing on Erza's shoulder. "They are the reason for why the temperature suddenly dropped."

"Highbreed weather towers?" Erza repeated.

"Why would they make something like that?" Natsu questioned.

"Because the enemies you are about to fight prefer cold temperatures." The subconscious form replied.

Lucy continued to shiver badly. "I-I-I-isn't….a-anyone…b-b-bothered by the cold?"

Gray shrugged nonchalantly. "I'm an Ice-Make wizard so naturally cold doesn't affect me in the slightest."

"I'm a Fire Dragon Slayer, so I can heat myself up easily." Natsu responded offhandedly.

"I have a high tolerance to heat and cold." Erza added.

A downcast expression appeared on Lucy's frozen face. She then turned to Happy and Azmuth. "I don't suppose you guys are bothered by the cold?"

"Nope." Happy smiled. "I'm covered in fur."

"And I'm only a manifestation. Heat and cold don't affect me." Azmuth explained.

Lucy sulked further, realizing she was the only one being affected by the weather. "Terrific…"

Suddenly, a strange gurgling, raspy sound caught the team's attention. The cornstalks in front of them began to shift as a strange and utterly repulsive humanoid stepped into the clearing. The skin of its body was yellow while its hands and feet were black. Three gill-like slits were present on its chest, and its purple intestines were visible in the middle of its abdomen. Its head was purple and its brain could be seen clear as day on its cranium. It had a single purple eye with a black pupil, and a small, squid-like mouth beneath it.

The Fairy Tail team shivered in disgust from the revolting creature.

"EW! What is that?!" Lucy shrieked, cowering behind Natsu.

"That would be a DNAlien. They were the mutated slaves that served the Highbreed when they were trying to destroy all life in the universe." Azmuth responded plainly.

"Maybe you can ask that thing for a blanket, Lucy." Gray suggested, grinning wryly.

"Shut it, Gray!" Lucy shouted.

"Well…you all have fun. Be forewarned, don't take these things lightly. You may not like the…disgusting consequences." Without warning, Azmuth vanished in a flash.

"HEY!" Natsu yelled. "Don't ditch us again, man!"

"Whatever…" Gray pulled his shirt off and threw it to the ground, an icy mist forming in his hands. "We can handle this freak on our own. There's only one of him."

Without warning, the team could hear more gurgling sounds from around them as a large number of DNAliens revealed themselves from hiding amongst the cornstalks. There were at least three dozen and they now had the Ultimate Team surrounded.

The Fairy Tail wizards stepped back until they were back-to-back. A fearful expression appeared on Happy's face as he cowered behind Lucy. The Celestial Spirit wizard glanced at Gray and said through gritted teeth, "You just had to jinx it, didn't yah Gray?"

Golden light shined around Erza's body as she re-quipped into her Black Wing Armor. She held her large sword in front of her, preparing to strike. "Ready"

Natsu and Gray both smirked as they fired up their respective magical elements. Lucy smiled as she pulled off a golden key from her belt.

"Ready!" the trio responded.

One of the DNAliens pointed at the Fairy Tail group and yelled through a gurgled voice, _**"**__**Destroy them!**__**" **_

With that, the horde of yellow, squid-faced humanoids charged at the Ultimate Team. Natsu, Gray, Erza, and Lucy immediately engaged the DNAliens attacking them directly.

Natsu's cheeks puffed up wider than a normal person's should have as he reared back his head. **"****Fire Dragon-****" **when at least a dozen DNAliens got within a mere five feet from him, he completed his spell. **"****-Roar!****" **A massive torrent of powerful flames tore out of Natsu's mouth and struck the alien horde dead on. The mutant aliens cried out in agony as they were all sent flying back.

When the Dragon Slayer finished, he grinned roguishly at his handiwork. Unconscious DNAliens were sprawled about, the ground was scorched, and the cornfield in front of him was burning to ashes. "Hope you like your monster cooked, Happy."

"Aye sir!" the blue cat exclaimed next to him.

Gray narrowed his eyes at the throng of DNAliens charging at him. **"****Ice-Make: Battle Axe!****" **A wave of ice fired from his hands and collided with the group, sending them sprawling back into the fields.

Lucy held out her key and thrust it forward, golden light shining from beneath her feet. **"****Open, Gate of the Archer: Sagittarius!****" **

With the sound of a bell, a tall man in a brown, anthropomorphic horse costume appeared. He held a bow and had a quiver full of arrows strapped to his back. He also wore a white shirt, a green vest over it, and red and white striped pants.

"Howdy do, my lady!" the horse-man addressed, saluting Lucy even though he was looking away from her.

"Do your thing, Sagittarius!" Lucy commanded, pointing at the crowd of DNAliens about to reach them.

A glint shined in Sagittarius's eye. "Yes indeed, my lady." He swiftly pulled out multiple arrows from his quiver and loaded them onto his bow. Within the blink of an eye, Sagittarius fired a volley of arrows and the wave of DNAliens was blown back, many of them impaled.

"Way to go, Sagittarius!" Lucy praised her horse-man spirit with a smile.

"I aim to please, my lady." Sagittarius saluted, standing away from her.

Erza narrowed her eyes at the dozen DNAliens rushing at her. Magic flared off the blade as she reared it back. **"****Moon Flash!****" **A silver-white wave of light discharged from the sword and rapidly took out the yellow humanoids as they careened back in defeat. "All quantity and no quality" She remarked.

Within a minute, the Ultimate Team had promptly defeated the three dozen DNAliens with relative ease. Their bodies shined a dark purple before they vanished in a dark mist.

"Well, that was easy. Is that all those freaks got?" Natsu boasted.

"No kidding," Gray agreed. "If outnumbering their opponents is all these things can do, I don't see why Azmuth was so worried."

"It isn't over yet." Erza countered.

The group looked at the redheaded knight, who was staring into the field attentively.

"What do you mean?" Lucy questioned.

To answer her question, more gurgling sounds were heard from all around them. All of a sudden, more DNAliens appeared and surrounded the team once more. Only this time, there were many more than the first wave. It was hard for Erza to tell the exact number, but there were easily at least seven dozen DNAliens surrounding them.

"Oh…" Lucy squeaked.

"This isn't good." Gray commented dryly.

Natsu's attitude was the polar opposite compared to his comrades. A feral grin was plastered all over his face as he ignited his fists with flames. "I don't know why you guys are so nervous. More bad guys means more fighting." He punched his open right palm in an eager manner. "And I'm up for a battle any time, any day."

Suddenly, the first line of the DNAlien horde stepped forward, reared back their heads, and spat out lumps of green goo. Natsu didn't have time to react as his the goo stuck to his right fist, extinguishing the fire wrapped around it.

"What the-" When Natsu touched the substance with his other hand, he realized what it was. "Aw gross! THIS IS SNOT!"

The rest of the team was bombarded by the snot blasts as well. Gray grimaced as various gooey projectiles stuck to his chest. "Ugh," he tried to pull it off, but it proved to be futile. "I wish I hadn't taken off my shirt now."

"EEEEWWW!" Lucy cried as she became covered with vile green globs. "THIS IS SO DISGUSTING!"

"Yes indeed," Sagittarius commented as he too became trapped in snot.

Erza gritted her teeth in frustration as she slashed at the incoming slime projectiles. Despite her enhanced offensive abilities, the green lobs began to stick to her blade which decreased its efficiency in slicing. Before long, Erza was quickly encased in a prison of cold mucus.

"Dammit!" the Fairy Queen cursed as she pushed against the green slime; however, it was to no avail.

The DNAliens hive let out gurgled screams as they sauntered to the snot-entrapped group, with the intent of finishing them off. Needless to say, Fairy Tail's Ultimate Team wasn't going down without a fight.

Gray closed his eyes and concentrated on his abilities. Suddenly, the air around him and, consequently, the snot trapping him began to freeze. Once the mucus solidified into ice, the raven-haired teen easily broke out of his prison.

"**Ice-Make: Floor!****" **He punched the ground and caused the feet of the DNAliens in front of him to be trapped in knee-high ice.

"**Ice-Make: Lance!****" **Gray summoned a magic circle, which shot out a salvo of icy lances at the squid-faced humanoids. The DNAliens cried out in pain as they were impaled, and then disappeared in clouds of purple mist.

Natsu gritted his teeth as he tried pushing against the sticky goo covering him, whilst Happy was futilely pulling him by his hair.

"You won't budge, Natsu!" Happy cried.

"Happy, get back!" the Dragon Slayer ordered.

The blue cat did what he was told, and the magical aura around the pink-haired wizard increased dramatically. The cold globs of snot instantly melted off and evaporated away; however, a sticky residue remained on his body.

"Aww man! Now I'm all sticky!" Natsu complained.

"Natsu! I don't think that's important right now!" Happy exclaimed, pointing at the mob of DNAliens rushing toward him.

Natsu grinned fiercely. "These guys? These freaks are nothing!"

A few DNAliens leaped at the Salamander and they were easily backhanded away. Golden-orange flames then combusted around Natsu's body as he hungrily stared at his encroaching opposition.

"Didn't anyone ever tell you freaks it's rude to sneeze on people?" Natsu mocked.

He jumped into the air, a pair of blazing golden wings forming around his arms. **"****Fire Dragon****…****WING ATTACK!****" ** The group of yellow-skinned mutants cried out in agony from the powerful flames. Most of them were consumed and destroyed, while a few were blasted back into the fields, defeated.

Natsu landed on the ground, crouched low, and propelled himself forward like a rocket. **"****Fire Dragon IRON FIST!****" **he sent a strong, fiery punch into one DNAlien, which caused the others behind it to get blown back as a result.

Erza glared at the group of squid-faced humanoids surrounding her, their sharp taloned hands out and ready. "If you think you've beaten me-" Suddenly, golden light enveloped her body and expanded, causing the Entrapment manifestations to cover their eyes. When the flash faded, Erza was now adorned in her Heaven's Wheel Armor and free from the snot that had trapped her. "—then you are gravely mistaken." She finished her proclamation.

Obviously, the DNAlien horde ignored the Fairy Queen's threat and rushed at her, letting out gurgling screams. Within a silver-white flash, Erza summoned over forty swords all around her. She aimed all of her blades at her opponents and fired, swiftly impaling them until they vanished.

Though Natsu, Gray, and Erza displayed little trouble in escaping the snot cocoons, a certain Celestial Spirit wizard was having a little more difficulty. Lucy tried pushing against the cold mucus coverings and reaching for her keys, both attempts proved useless. Sagittarius was trapped too and eventually returned to the Spirit World.

"Uh… could someone help me, please?" Lucy asked sheepishly.

Natsu and Happy were in the air, the latter grabbing onto the former's vest. The Dragon Slayer had decided to deliver his fiery attacks from above. It was proving to be a very effective strategy. The DNAliens appeared to be very vulnerable to fire.

The pink-haired wizard heard Lucy's request and looked down to see her still trapped in snot. He had Happy set him down next to her.

"Hang on, Luc." He ignited his hands with fire and placed them on the snot glob encasing the Celestial wizard. The viscosity of the snot dropped and flowed right off of Lucy's body, leaving sticky trails of mucus on her clothing.

"EWW! GROSS!" Lucy squealed, frantically trying to shake off the green slime.

Gurgling screams caught Natsu's attention. He turned around to see a group of DNAliens rushing toward him and Lucy. The Dragon Slayer grinned roguishly as he jumped into action, his fists set ablaze.

"**Fire Dragon Iron Fist!****" **the flaming punch sent the DNAlien flying back, unconscious. He then ignited his legs and leaped at the other mutants. **"****Fire Dragon Claw!****" **the fiery leg swipe swiftly took them out and caused the group to erupt in flames and dirt.

When Natsu landed, he glanced back at Lucy and said, "Hey, Luc! If you're done complaining about the snot, think you can help us out?"

"Gladly." Lucy took a golden key off of her ring and thrust it forward. **"****Open, Gate of the Golden Bull: Taurus!****" **

With the sound of a bell, the robust cow-man known as Taurus appeared while boasting his usual confident and perverted attitude.

"Alright, Taurus, bring the pain on these freaks!" Lucy barked, pointing at the remaining DNAliens in front of her.

"You got it Miss Luuuucy!" Taurus leaped forward, removed his battle-axe from his back, and skillfully swiped it forward. "MoooOOO!"

The squid-faced aliens were blown off their feet with deep slashes on their bodies. Their bodies broke apart and disappeared into violent mist.

The Ultimate Team and Taurus regrouped into a circle, each of them in battle ready position as they scanned their surroundings. The ground was torn up, burned, or frozen from the group's respective attacks. Most of the cornstalks that were surrounding them earlier had either been turned to ash, frozen solid, or cut up into tiny pieces.

Seeing that there was no more opposition, the group eased up to catch their breath. Within five minutes, the team had taken out at least eighty DNAliens that had surrounded and attacked them all at once.

"Wow…that was intense." Lucy noted, panting.

"No joke," Gray agreed.

Taurus turned his heart-filled gaze to Lucy's ample chest, which was moving up-and-down from her deep breathing. "I gotta say, Miss Lucy, you sure look gooood all hot and sweaty!"

The blonde-haired wizard glared at the perverted cow, gritting her teeth hard. "Knock it off, yah pervert!" she yelled.

"So, did we win?" Happy questioned.

"_**Not even close.**__**"**_A baritone voice called out.

The Ultimate Team and Taurus immediately turned in the direction of the voice. A large Highbreed was standing on a white hovering platform with its hands behind its back. It appeared to resemble a normal Highbreed, except its chest was grey and the shoulders were spiked. The way its mouthless, purple-eyed face stared down at them was unsettling to say the least.

"_**In fact, the **_**real **_**battle has yet to begin.**__**" **_The Highbreed stated.

Natsu stepped forward, his usual roguish grin plastered on his face. "That's what I'm talking about! Now we can take on a _real_ challenge."

"_**You mongrels seek a **_**real challenge**_**? Very well**__**…" **_the Highbreed held up his right hand. As a result, a flash filled the group's vision. When they opened their eyes, they were shocked to see not a horde, but rather an army of DNAliens all around them. There had to be hundreds of the things!

Natsu's confident expression dropped slightly as a sweat drop raced down his face. Gray, Erza, and Lucy turned their lethal gazes onto the pink-haired wizard.

"You just had to open that big mouth of yours. Didn't yah, idiot?" Gray growled.

"_**An entire army of my half-breed vermin against only you four. With your limited strength, you can only handle so much. How can you possibly stop us?**__**" **_the Highbreed boasted.

The Ultimate Team was silent for a moment and stood still, feeling the cold wind blow around them. Lucy and Happy looked around at the mutant army surrounding them with fearful expressions. Gray and Erza clenched their fists and gritted their teeth in frustration. Their situation was nothing to take lightly. However, one certain Dragon Slayer didn't seem too fazed by the situation.

"Seriously? You brought an army of these freaks to fight for you? What, you too afraid to take us on yourself, yah coward?" Natsu challenged.

"_**I have no need to sully my hands with you lesser beings.**__**" **_The Highbreed retorted.

Natsu's hands ignited with intense, burning flames as a feral grin crossed his face. "Sorry to ruin your moment, ugly. But before this is over, you _will _fight us. It's gonna take more than a bunch of these snot-hacking creeps to stop us!"

Natsu's determination was infectious as the rest of the group soon straightened up and stared at the massive horde of DNAliens with a renewed fire in their eyes.

"Flame-brain's right…which is very rare." Cold, misty air began to coalesce around Gray's body as he charged up his magic. "We're Fairy Tail wizards."

"And defying the odds is our specialty." Erza finished with a smirk.

"Aye!" Happy chirped.

The Highbreed narrowed his eyes in irritation. _**"**__**Such arrogance from a lowly species**__**… **__**My legion, eviscerate them!**__**" **_he commanded, pointing at the team.

With that, an uproar of gurgled screams filled the area as the DNAlien army didn't waste time in charging at the small group of wizards. The flames covering Natsu's body grew hotter and more intense, causing the snow on the ground to instantly melt around him.

He bent his knees and discharged twin jets of fire from the soles of his feet, propelling him forward at incredible speeds. **"****Fire Dragon Sword Horn!****" **Natsu shouted, blasting through a thick wave of DNAliens like a bullet through paper.

"No way in Hell I'm letting you show me up, dragon breath." Gray jumped forward to attack, summoning his magical circle. **"****Ice-Make-****" **He created a large, intricately-designed ice hammer in his hands. **"****-Ice Impact!****"**He slammed the oversized hammer on the ground and made a large impact crater, which squashed a few DNAliens and sent many more flying back from the shockwave.

A few DNAliens attempted to tackle Erza, but were swiped away by her twin swords. Titania hovered into the air and summoned several dozen blades. "Dance, my blades!" the swords then began to rotate around her rapidly. **"****Heaven****'****s Wheel: Circle Sword!****" **the blades took on a disc formation and shot at the mass of DNAliens in front of her, instantly cutting them down in their tracks.

"MOOOOOOOO!" Taurus cried out as he swung his mighty axe into a group of DNAliens, sending them careening back.

"Nice job, Taurus!" praised Lucy. "Now take out the rest!"

"You got it, Miss Luuucy!" Taurus grinned. "Do I get a smoooooch right after?"

"JUST GO ALREADY!"

The battle continued on another few minutes. The Ultimate Team was holding their ground and wiping out any DNAliens that engaged them. However, the sheer number of the mutant aliens was beginning to overwhelm the tiring wizards.

Natsu had been surrounded by a large group of the yellow-skinned freaks. His attire was disheveled and torn in various places. He was breathing hard as he narrowed his gaze at the group of manifestations. He had successfully taken out dozens of these DNAliens singlehandedly, but now his body was starting to fatigue and the enemy continued to attack in large numbers.

"Damn! These things just keep coming!" Natsu complained.

The DNAliens jumped at the pink-haired wizard, preparing to slash him with their taloned hands. Natsu, however, ignited his arms with fire and swiped them away with incredible force. One managed to sneak up on the Dragon Slayer and put him in a chokehold. He retaliated by jabbing the DNAlien in the side very hard. The DNAlien immediately released Natsu and staggered back.

"RAAGGGH!" yelled Natsu, punching the mutant straight in the face.

"Well," Gray had summoned ice blades in both hands and was swiftly slashing at the opponents around him. "We are facing an army, dimwit!"

"WHAT YOU'D CALL ME?!" the Dragon Slayer shouted, enraged.

Distracted from his banter with Gray, a DNAlien lunged at Natsu and tackled him to the ground. Others soon joined in and a pile of DNAliens began to build on top of Fairy Tail's Salamander.

"Natsu!" Happy cried out fearfully.

The blue cat flew over to aid his best friend, but was stopped when he was hit by a snot blob. "Gross!" He exclaimed. His wings disappeared and he fell to the ground, trapped.

"Idiot!" the ice-make wizard reprimanded Natsu. "Pay attention to the fight!"

Loud gurgling screams filled Gray's ears as the number of DNAliens around him immediately doubled and lunged for him. **"****Ice-Make-****" **His chant was cut short when a snot wad hit his hands, binding them together. A few more slime balls were fired at the raven-haired teen's legs, causing him to lose his balance and fall over.

"Shit!" Gray cursed before a group of DNAliens converged around him and pinned him to the ground.

"MOOOOOO!" Taurus swiped his axe at a few DNAliens, slicing them in half and causing them to disappear in purple mist.

"HI-YAH!" Lucy whipped an incoming DNAlien in the face, making it stagger back in pain. Taurus rushed over and delivered a mighty right hook into the yellow-skinned mutant, effectively crushing it into the ground.

The cow-man walked over to his master and stood close to her. Lucy paled at the number of DNAlien manifestations closing in on them. The Celestial wizard and the Zodiac Spirit had fended off and destroyed many DNAliens so far; however, no matter how many they took out, more continued to attack them.

'_This isn__'__t good. There__'__s too many__…__and my magic is starting to run low.__' _Lucy thought.

All of a sudden, multiple blobs of mucus collided with Taurus. The robust cow-man tried to rip them off, but the wads proved to be too sticky. The DNAlien horde continued hacking up more snot blobs until the Zodiac Spirit's legs and arms were bound together, making him fall over.

"Oh NO!" Lucy cried frightfully. "Taurus!"

Without warning, a slime ball flew into Lucy's right side and knocked her to the ground. She grimaced at the cold, sticky feeling on her body. "EWW!"

Several DNAliens surrounded Lucy and menacingly loomed over her. _**"**__**This ends now, human.**__**" **_One of them gurgled out.

An expression of fear and dread crossed the seventeen-year-old girl's face.

Erza zoned in on a few DNAliens and slashed at them with her twin blades, killing them instantly. As the Fairy Queen flew away, she loudly chanted, **"****Heaven****'****s Wheel: Scattered Petals!****" **Suddenly, dozens of swords appeared out of nowhere and rained down on her opposition.

The redhead knight landed and was breathing hard. This fight was steadily draining her strength. No matter how many manifestations she and the others wiped out, more kept coming. She studied the battlefield and quickly spotted Natsu, Gray, and Lucy being overwhelmed by the Entrapment manifestations.

"NO!" She shouted, alarmed.

With her attention diverted from the battle, Erza did not see an incoming snot ball that hit her directly in the chest. Suddenly, more mucus balls were fired at her and eventually trapped her in a covering of thick goo.

"Dammit. Not this again…" Erza cursed as she fell over, and the DNAlien horde surrounded her.

Just like that, the Ultimate Team was either trapped in mucus cocoons or overwhelmed by the DNAliens.

"_**HA-HA-HA-HA!**__**" **_the Highbreed chortled. _**"**__**Did you really believe that you could defeat us? Our power is far superior to any strength you vermin may possess. Now, my legion, finish them off!**__**"**_

The DNAlien horde let out gurgled yells in response and proceeded with the command. Before the leader could relish in his victory, a commotion caught his attention. The manifestation could hear muttering coming from below one of the DNAlien piles. If he recalled correctly, the pink-haired wizard was under that particular one.

All of a sudden, a brilliant torrent of fire similar to a volcanic eruption exploded from the bottom of the pile. **"****FIRE DRAGON ROAR!****" **Natsu bellowed, scorching the ground beneath him. The DNAliens that had piled on were either vaporized or sent soaring into the distance.

"_**WHAT?!**__**" **_the Highbreed exclaimed, shocked.

Natsu stood up with a raging inferno enveloping his body. The sheer power of his flames had increased exponentially, no doubt due to his anger. "You guys are really pissing me off!" He growled through clenched teeth, narrowing his gaze at the DNAliens.

Meanwhile, the air around Gray became very cold until the DNAliens that surrounded him were frozen in several inch-thick sheets of ice. Then, without warning, a huge burst of magical energy shattered the frozen manifestations into thousands of tiny pieces.

An icy blue mist cascaded off of Gray's body as he stood up and faced the yellow-skinned mutants around him. An irritated expression was plastered on his face. "I'm really sick of that snot you freaks keep spitting at me." He stated. "I heard you guys like cold. Well, lemme show yah what _real _cold feels like!"

The DNAliens let out their battle cry as they charged at the raven-haired teen, who was gathering blue magical energy in his hands. **"****Ice-Make: Freeze Lancer!****" **Multiple icy lances shot out from his magical circle; however, these were much more powerful than Gray's normal Ice-Make: Lance. The icy projectiles struck all the incoming DNAliens and instantly reduced them to purple mist.

On the other side of the battlefield, despite the slime restricting her movements, Lucy was able to reach one of her keys on her belt. Just as the DNAliens over her were about to deliver the final blow, she called out, **"****Open, Gate of the Maiden: Virgo!****" **

With the sound of a bell and a puff of smoke that caused the DNAliens to back away, a pink-haired woman in a maid outfit appeared over Lucy.

"You summoned me, princess? How may I serve you?" Virgo requested.

"Get these creepy things away from me!" Lucy cried out frantically.

Virgo's pupils glowed red as she replied, "Very well"

Suddenly, the DNAliens had no time to react as Virgo rushed forward at blinding speeds and swung her shackles around, sending the mutants flying in opposite directions.

Once the group was disposed of, the maid turned back to her master. "Princess, is there anything else you wish of me?"

"Yes! Get this crud off of me!" Lucy screamed, struggling against the snot.

"Yes, princess. But do you wish to punish me for not doing it sooner?" Virgo asked, eagerly hoping for punishment.

Erza gritted her teeth in vexation from the mucus blobs covering her body. "No. I'm not going down like this." She growled. "Re-quip!"

The Fairy Queen's body was engulfed with golden-white light, causing the DNAliens to back away and cover their eyes. When the flash faded, Erza was standing and clad in her Lightning Empress Armor along with her Spear of Lightning in her right hand.

The redhead leapt into the air and hovered fifteen feet above the DNAliens. A red magic circle appeared at the tip of the spear. Suddenly, multiple bolts of blue electricity fired from the magic seal and struck all of the manifestations around her. As a result of her Lightning Cyclotron attack, all of her opponents were wiped out.

"Hmph…" Erza snorted, landing back on the ground. "Too easy"

The Highbreed stared in awed disbelief. How could these humans possibly have the energy to continue fighting? They should be exhausted by now! They shouldn't be getting stronger and wiping the floor with his legion. The Entrapment manifestation couldn't understand that the inner strength of the Fairy Tail wizards could not be taken away, and that they would continue fighting until their friend, Ben Tennyson, was saved.

The Highbreed scoffed as the Ultimate Team continued destroying more and more DNAliens. More than half of the army had been wiped out and the remaining DNAliens were being destroyed swiftly by the sheer strength and willpower of the Fairy Tail group.

"_**How is this possible?**__**" **_the Highbreed muttered, shocked. _**"**__**These vermin were supposed to become exhausted and eventually fall as the battle progressed. Instead, they grow stronger and our forces continue to dwindle.**__**" **_

The Highbreed paused for a moment. Images of the Ultimate Team's previous battle with Ghostfreak and memories of Ben's experience with the Highbreed played through the manifestation's eyes. When the playback concluded, the Entrapment avatar received a new strategy for handling these annoyances.

"_**If you want something done right, you have to do it yourself.**__**" **_The manifestation said.

After a sudden flash of light, two more slightly shorter Highbreeds appeared behind the main avatar. Without glancing back at the newly formed manifestations, the Highbreed commander ordered, _**"**__**Deal with these annoying pests, but I shall handle the redhead.**__**"**_ The Atasian narrowed his malevolent purple eyes at Erza, who was in the air shooting lightning bolts at the DNAliens below her.

"_**As you command,**__**" **_the two Highbreed subordinates responded.

When the three Highbreed leaped off the floating platform, wing-like flaps (that were orange on the underside) unfolded from their backs. As the two subordinates headed toward the battlefield, the commander had his eyes set on a certain re-quipping knight. Erza had no time to react as she was blindsided from the left.

The Fairy Queen cried out when a clawed hand wrapped around her body, squeezing it rather painfully. She turned to her attacker and was shocked to see who it was.

'_I didn__'__t know the Highbreed could fly.__' _She gaped inwardly.

"_**Your interference ends now.**__**" **_the Highbreed commander said.

Suddenly, the Entrapment avatar reared back its arm and threw Erza all the way to the top of one of the weather towers with a loud crash. The Highbreed flew straight toward where he had thrown Fairy Tail's Titania.

Meanwhile, in the battlefield below, the rest of the group continued their fight against the dwindling DNAlien horde. However, the battle immediately ceased when two Highbreed landed with loud thuds.

"_**Enough!**__**" **_Highbreed 1 yelled.

Without warning, the remaining DNAliens disappeared in purple mist. They were no longer of use.

Natsu clenched his fist and grinned impishly. "Oh, there's more of yah now? Great! That'll make beating the crap outta you cowards even more exciting."

"Exciting?" Lucy sweated, frightened by the sight of the hideous-looking creatures.

"Wait…" Gray looked around "Where's Erza?"

"_**The commander is dealing with her as we speak.**__**" **_Highbreed 2 said. _**"**__**But your deaths will come at our hands instead.**__**" **_

"Pft," Natsu snorted, "Fat chance!"

"You tell 'em, Natsu!" Happy encouraged, freed from the mucus cocoon.

Gray narrowed his eyes at the Highbreed, a drop of sweat trailing down his face. _'__Something feels off about these things. They feel different from the DNAliens. They feel__…__stronger__…' _he thought.

"You losers are going down!" Natsu leapt toward the Highbreed duo, his flaming right arm cocked back.

"Natsu, wait!" Gray shouted; however, it was too late.

The Highbreed on the right swiftly grabbed Natsu by his arm, stopping his attack effectively. Gray, Lucy, and Happy gawked at how easily the Highbreed had stopped Natsu's punch.

"No way…" Lucy breathed, astonished.

Natsu grunted in frustration as he danged in the air. The Highbreed tightened his grip around his arm, causing the Dragon Slayer's expression to contort in pain.

"_**Do not underestimate the strength of the Highbreed, vermin.**__**" **_ The Highbreed wrapped his other arm around Natsu's waist and squeezed tightly. This time, Natsu couldn't hold back his cries of pain.

"Natsu!" Lucy and Happy screamed.

Gray clenched his fists with rage. "Hey! The only one who hurts flame-brain is me!" With cold air misting off his body, Gray jumped into action.

"**Ice-Make: Knuckle!****" **Several giant fists made of ice burst from the ground beneath the Highbreed and collided with its abdomen, causing it to release Natsu and go flying back.

Natsu landed on a knee and hunched over. The pain in his sides and right arm was still flaring. _'__Damn__…__that hurt__…' _he thought.

"Natsu!" Happy flew over to Natsu's side. "Are you okay?" he asked worriedly.

"Yeah…" he panted, and then stood back up with a serious visage. "But you need to get back. This guy is no pushover."

"You're welcome, by the way." Gray muttered smugly.

"I never asked for your help, stripper!" Natsu retorted heatedly. "I could've handled him no sweat!"

Gray scoffed, "Yeah, sure looked that way when you were screaming in pain."

"Can it, you two!" Lucy yelled angrily. "Worry about the super-strong monsters standing here!"

Highbreed 1 shook off Gray's attack and stood right back up. He honed his purple eyes on the wizards, the evil intent within was clearly visible. _**"**__**Enjoy that small taste of victory while you still can because that**__**'**__**ll be the last hit you get on me.**__**" **_he boasted, stepping toward the raven-haired wizard.

Natsu stepped in-between the Highbreed and Gray with a fierce expression on his face. "No way, pal. You're mine!" he stated with full authority.

Highbreed 1 shrugged nonchalantly. _**"**__**Whatever. All you lesser species look alike to me.**__**" **_

Without hesitation, Natsu crouched down and launched himself at the Highbreed with his flaming fist cocked back.

Gray and Lucy paused when the second Highbreed loomed over them. _**"**__**Well,**__**" **_He cracked his knuckles, _**"**__**I suppose that leaves you two insects for me. This should be quick.**__**" **_

"Oh yeah," Gray took a fighting stance and charged up his magic, "Don't be so sure, freak. I'm not going down without a fight."

"**Ice-Make: Lance!****" **a fusillade of icy lances fired out from Gray's magic circle. Incredibly, the Highbreed leapt over the projectiles and landed right in front of Gray. The ice-make wizard was so caught off guard by the Highbreed's speed that he was backhanded across the field.

"GRAY!" Lucy shrieked.

"_**As I said, this will be quick.**__**" **_Highbreed 2 remarked.

Lucy's fists shook with anger as she turned and glared at the freaky monster. "Okay, that's it! Virgo, take this guy down!"

"Yes, princess." Virgo replied with a hint of anger in her voice. She did not like seeing one of Lucy's friends get hit like that.

The curvaceous pink-haired maiden dug into the earth and popped out in front of the Highbreed, rearing back her chains to whip the manifestation. Shockingly, the Highbreed caught Virgo's chains in his left hand.

"_**Trying to whip me? Now that**__**'**__**s just insulting.**__**" **_He spun around, pulling Virgo off her feet, and threw her straight into Lucy!

The blonde-haired wizard grunted painfully as she hit the ground with Virgo lying on top of her.

Highbreed 2 menacingly sauntered to Lucy until he loomed over her. _**"**__**I was hoping for a little more fun, but this pathetic display is to be expected from lower life-forms.**__**" **_He raised his giant foot over the blonde and prepared to step on her.

Lucy closed her eyes but nothing happened. When she opened them, she saw Gray standing in front of her holding the Highbreed's foot back; though it was clear that he was struggling to do so.

"_**Stronger than the average vermin, aren**__**'**__**t you?**__**" **_Highbreed 2 mocked.

"You…have…no idea." Gray said through grit teeth. "FREEZE!"

Suddenly, ice traveled up the Highbreed's leg until its entire body was encased in a thick chunk of ice. Gray smirked as he stepped back toward Lucy and Virgo.

The wizard and celestial spirt returned to their feet and the former looked at her friend with a bright smile. "You did it, Gray!"

"I'm sorry, princess." The maiden apologized. "Do you wish to punish me?"

Without warning, the ice began to crack and in one swift movement, the Highbreed broke free and shattered ice was sent flying everywhere.

"What?!" Gray gapped.

"_**Ah,**__**"**_ Highbreed 2 let out a content sigh, _**"**__**Thank you. That was refreshing.**__**"**_

Meanwhile, on top of the weather tower, Erza quickly recovered from the surprise attack and stood up. The Highbreed commander flew into view and landed a few meters in front of her. His size and appearance would be quite intimidating for anyone, but not Erza Scarlet. She held up her spear and charged it with lightning.

"_**Why do you continue to fight? Even your limited intelligence can deduce that your efforts are wasted. You will fail and your friend will die.**__**" **_The commander declared.

Erza sharpened her gaze on the alien monster and snarled. "No! I will not sit idly by and allow this repulsive spell to kill Ben. I will stop this Entrapment Spell if it's the last thing I do!"

"_**Then you**__**'**__**ve already sealed your fate. But do not fret; we shall kill this Ben Tennyson quickly so you can be reunited with him in the afterlife.**__**" **_The Highbreed commented darkly.

"Enough!" Erza jumped into the air and aimed her spear at her opponent. With an enraged cry, she discharged intense bolts of blue lighting upon the Highbreed.

The Atasian yelled loudly and collapsed to a knee in pain. After a moment of electrocution, Erza's lightning spell finished and her feet returned to the metal surface of the tower. Her eyes widened in shock when the manifestation stood back up, light trails of smoke billowing from its body.

"What? But how?" Erza murmured.

Needless to say, she was astonished by the Highbreed only sustaining minor injuries from her attack.

"_**Nice try, vermin. But it will take much more than mere lightning to take me down.**__**" **_The Highbreed commander asserted.

'_These Highbreed are very strong and durable. No wonder Ben had such a hard time handling them.__' _Erza thought. _'__I__'__ll have to try a different approach.__' _

"Re-quip!" In a golden flash, Erza was now adorned in her Heaven's Wheel Armor. She hovered into the air and summoned a few dozen swords around her, promptly launching them at the Entrapment avatar.

The Highbreed did not attempt to dodge the lethal projectiles and allowed them to hit; remarkably, the blades shattered against its body.

Erza's eyes widened further in shock.

"_**That tickled.**__**" **_The Highbreed commander taunted.

Unexpectedly, the Atasian held up its left hand and fired a volley of darts at Erza. The Fairy Queen, though nearly caught off guard, managed to deflect the tiny projectiles with her twin blades.

'_This is going to be a challenge.__' _The scarlet-haired knight realized.

"**Fire Dragon Talon!****" **Natsu shouted.

Highbreed 1 held up its arms to block the flaming kick. The strength behind the blow made the manifestation slide back on its feet a few meters. It inaudibly hissed from the burning sensation of the fire, but recovered quickly as the cold air cooled its body.

Natsu then jumped in the air and propelled himself at his opponent with flames shooting from his feet. **"****Fire Dragon Iron Fist!****" **the Highbreed sidestepped the punch and grabbed the Dragon Slayer by his arm. Before Natsu could counterattack, he was repeatedly slammed into the ground like a rag doll.

He clenched his teeth to fight back the pain flaring throughout his body. The Highbreed followed up by throwing Natsu high into the air. Instead of crashing back down, Happy flew into view and caught his best friend.

"I gotcha, Natsu." Happy chirped.

"Thanks, pal. Now let's roast this freak." He looked down to see that the Highbreed was gone. "Huh? Where'd he go?"

"_**Right here!**__**" **_a deep, raspy voice announced from above.

The duo looked up and was shocked to see the Highbreed flying above them.

"He's got wings too!?" Natsu and Happy shouted simultaneously.

"_**There**__**'**__**s nowhere you can hide from me.**__**" **_Highbreed 1 started shooting darts from his hands.

Natsu and Happy screamed as they tried to dodge the salvo of organic projectiles.

Lucy cried out as she dived to the ground to avoid a barrage of darts aimed at her. Virgo appeared in front of her master and swiped her chains at the Highbreed's chest, causing it to stagger back.

She then kneeled and placed her hands on the ground, yellow light shining momentarily.

"**Spica Lock!****" **Virgo chanted.

Multiple boulders erupted from the ground and trapped Highbreed 2 inside a rocky sphere, with lightning shooting out of the cracks. As soon as Virgo released her hold, Gray quickly sprung in to engage.

"**Ice-Make: Death Scythe!****" **Gray created a giant icy scythe, jumped into the air, and swung it at the Highbreed.

Highbreed 2 was sent careening back and landed a few meters away on its back. He remained motionless for a short moment. Lucy and Gray were beginning to think they'd won until the Highbreed returned to its feet, dusting itself off.

"_**Rocks and ice? Did you really think that was going to destroy me?**__**" **_

"What the hell!" Gray shouted in disbelief. "He just brushed that off like it was nothing!"

Lucy's body began to tremble slightly. "This thing…how strong is it…?"

"_**Stronger than anything you vermin can comprehend.**__**" **_Highbreed 2 proclaimed. It clenched its hands into fists, reared them over its head, and slammed them into the ground. A shockwave was created that sent an unexpected Gray, Lucy, and Virgo off their feet and flying back.

Erza swiftly jumped back to avoid a punch thrown by the Highbreed commander. She had re-quipped into her Flight Armor. She had hoped that increasing her speed would provide an advantage against her strong opponent, and so far it seemed to be working.

She crouched down and dashed toward the Atasian with amazing speed. **"****Sonic Claw!****" **The Highbreed commander was too slow to react as Erza slashed at it from every direction.

The manifestation grunted painfully as it staggered backward. Erza used the Highbreed's temporary disorientation to her advantage.

"Re-quip!" Golden light covered her body and faded to reveal her form outfitted in her Black Wing Armor.

She rushed forward and slashed in a cross pattern. **"****Moon Flash!****" **a silver-white energy wave erupted from her blade and struck the Highbreed, which sent it careening to the edge of the platform that the duo was fighting on.

The Entrapment manifestation growled as it regained its bearings and stood up. Erza landed in front of the Highbreed commander, both of them shooting dangerous glares at each other.

"_**Hmph**__**…**__**you have spirit, vermin.**__**" **_The commander admitted. _**"**__**I will enjoy breaking it.**__**" **_

Erza pointed her sword at the Atasian and sharply remarked, "I am a wizard of Fairy Tail. We do not break that easily."

"_**Then this will be more fun than I presumed.**__**" **_The Highbreed remarked sinisterly.

Erza spread her stance and prepared herself for another round.

"Crap! How many darts can this guy shoot?!" Natsu shouted nervously.

He and Happy were flying around, narrowly evading the darts still being shot behind them by Highbreed 1.

"I dunno, Natsu. But you better do something fast, I can't keep this up much longer!" Happy cried fearfully.

Highbreed 1 growled in annoyance and ceased firing darts. The manifestation increased its speed dramatically until it appeared right above the Dragon Slayer and flying cat.

"Whoa! How'd he move so fast?!" Natsu said, shocked.

"_**Surprise!**__**" **_the Highbreed delivered a powerful kick into the duo, sending them crashing into the ground. A small dust cloud arose from the newly formed crater.

Natsu groaned and winced from the pain filling his body; however, he managed to push through it. He opened his eyes only to see an unconscious Happy lying a few meters in front of him.

"Happy…" Natsu murmured.

The blue cat moaned.

The pink-haired wizard got to his hands and knees and managed to return to his feet. Suddenly, Highbreed 1 landed in front of him and swatted him back. Natsu turned in the air, landed on his feet, and skidded backwards. He was about to counterattack when the Highbreed appeared in front of him again. With no time to react, Highbreed 1 rammed its foot into Natsu's stomach.

Natsu coughed up a bit of blood while his eyes bulged out. _**"**__**Filth!**__**" **_the Atasian cocked back its fist and slammed it into the Dragon Slayer's chest. Fairy Tail's Salamander cried out from the powerful blow.

He was sent bouncing across the field and rolled on the ground a few times before coming to a stop on his stomach. He clothing was ripped and torn in various places, complemented by myriad cuts and bruises all across his body.

Natsu clamped his mouth shut as he struggled back to his feet, his body flooded with excruciating pain. _'__Damn__…__these things are strong. I don__'__t think even Jellal__'__s hits were this powerful.__' _The fire wizard still remembered how strong the blue-haired psychopath's attacks were and to say this monster's blows were stronger was surely saying something.

Highbreed 1 menacingly loomed over the downed Dragon Slayer. _**"**__**That**__**'**__**s right. Kneel before the superior race.**__**" **_The manifestation paused, and then glanced back at an unconscious Happy. _**"**__**Hmm**__**…**__**or perhaps I should just finish your little pet first.**__**" **_

Natsu's body tensed up while his eyes widened to the size of saucers.

The Entrapment avatar turned away from Natsu and walked toward the azure cat. _**"**__**So you can watch him suffer.**__**" **_

At that moment, the agony Natsu had been feeling vanished and was replaced with something else: rage. A shadow overtook the upper half of Natsu's face as he stood up from the ground, an ominous aura surrounding him.

"_**That**__**'**__**s right. You**__**'**__**re no threat to me now.**__**" **_The Highbreed bent down to pick up Happy, but stopped when he felt an uncomfortable heat radiating from behind him.

"You…bastard…" the Highbreed turned around to see hot, brilliant flames covering Natsu's body. The snow covering the ground in the vicinity instantly melted and the ground cracked as the moisture in the soil evaporated. Needless to say, a fuming look was plastered on the pink-haired wizard's face. "Don't you ever…EVER…threaten my friends; especially MY LITTLE BUDDY!" he roared.

Highbreed 1 apprehensively stepped away from Happy, holding up its forearms to shield itself from the searing heat; it was to no avail. Already his skin was beginning to shrivel up from dehydration. _**"**__**That**__**…**__**heat**__**…" **_

Natsu bent his knees and fired streams of fire from his feet, propelling himself forward like a rocket. **"****Fire Dragon Sword Horn!****" **

Without time to react, Natsu head-butted the Highbreed in the abdomen and sent it flying back. Highbreed 1's purple eyes widened from the powerful blow. Still in midair, the Fairy Tail wizard did not let up on his attack.

"**Fire Dragon ROAR!****" **He bellowed, exhaling a mighty torrent of flames upon the manifestation.

The Highbreed cried out in utter agony from being enveloped in the one element it feared most. Natsu remained on the offensive until he ran out of breath. When he finally collapsed, he observed the aftermath. A smoking trench had been carved through the terrain by the pyromaniac's breath attack and at the end of it was a badly burnt and unconscious Highbreed.

"Hmph," Natsu smirked, "superior race, huh?"

A groan behind him then caught his attention. He turned around to see Happy getting to his feet, rubbing his aching head. "Ugh…Natsu…?"

"Hey, little buddy. You alright?" Natsu asked, concerned.

Happy nodded and summoned his wings to fly up to Natsu. "What happened to that creepy guy?"

"Oh, him? He's over there." Natsu pointed to the fallen Highbreed, the Dragon Slayer sporting a proud smile.

Happy gasped upon seeing the condition of the creature whose strength had proven to be quite formidable. "Oh wow! You sure did get him good, Natsu!" the cat praised.

"You bet I did." Natsu replied.

A pain-filled moan pulled the wizard and flying cat out of their conversation. They turned to the noise to see Highbreed 1 steadily getting up.

The Highbreed turned to the duo with its multiple eyes burning with rage. _**"**__**You**__**…**__**SCUM!**__**" **_

At that moment, Natsu noticed something peculiar about the Highbreed's condition. The skin around its gut was shriveled up and its legs were slightly trembling.

"That's strange. What's with this guy?" Natsu pondered.

"It looks like he's shriveling up like a raisin." Happy pointed out.

"Wait a minute…" Natsu paused to think. Why would his opponent show signs of dehydration after only a couple attacks? Realization then struck him like a hammer. "OH, that's right! That short subconscious dude said that these guys like it cold, which means-" suddenly, Natsu's body was enveloped with brilliant flames, making Highbreed 1 stagger back in fear. "-it's time to turn up the heat!"

The outburst of fire immediately caught the attention of the other two Highbreed. Highbreed 2 backhanded Gray away before turning its gaze onto Natsu. On top of the weather tower, the Highbreed commander jumped back to avoid Erza's Moon Flash attack and fired a barrage of darts at her, which she deflected with her sword. It then looked at Natsu below, its eyes widening from the sheer power of the flames encompassing his body.

"_**That flaming creature must be dealt with!**__**" **_the Entrapment avatar snarled, clenching its fists in fury.

Erza noticed the Highbreed's attention shifting toward Natsu. Why would the Highbreed suddenly focus solely on Natsu, and was that fear in its eyes?

The scarlet-haired knight's eyes widened, recalling what Azmuth had stated earlier. _'__Because the enemies you are about to fight prefer cold temperatures.__' _

'_That__'__s it! That__'__s their weakness!__' _Erza realized.

"Everyone!" Erza shouted. "Drive the Highbreed toward Natsu! His flames are the only way to defeat them!"

"_**Silence, you filthy being!**__**" **_The Highbreed commander yelled, firing another round of darts at Erza; which ricocheted off of her sword.

"Re-quip!" Golden light shined from Erza's body. When it faded, she was clad in her Flame Empress Armor. Fire formed around the crimson blade in Erza's right hand. The Fairy Queen jumped in the air, reared back her sword, and unleashed a wave of fire upon the Highbreed.

The Highbreed commander cried out in surprised pain from the heat as it was blasted off the tower to the unforgiving ground below.

Down below, Highbreed 2 timidly stepped back upon seeing the inferno surrounding Natsu's body. Already it could feel its body starting to dehydrate from its proximity to the heat.

"You heard the lady!" Gray shouted. "Drive 'em toward flame-for-brains."

Determination reappeared on Gray and Lucy's visages as they stood before the tall, intimidating monster.

"_**Stay away from me you lesser creatures!**__**" **_the Atasian exclaimed; shooting more darts at the duo.

Gray acted swiftly. **"****Ice-Make: Shield!****" **a flower petal-shaped barrier of ice emerged from the ground and effectively blocked the projectiles, despite the multiple cracks in the shield. "Lucy, you're up!"

"Right," Lucy responded, "Virgo, drive him close to Natsu!"

"As you wish," the ground around Virgo began to shake until a couple of large boulders burst forth. The maiden wrapped her chains around the boulders, spun around in a blur, and swung the heavy objects into the Highbreed.

Highbreed 2 was thrown off its feet, his body soaring across the field and into Highbreed 1. Both of them were now lying on the ground, dazed from the impact.

Across the field, the Highbreed commander pushed himself off the snowy ground. His purple eyes widened upon seeing his two incapacitated subordinates. How was this happening? They possessed far more strength than these lowly humans despite their strange powers. So how was it that they were losing?!

"_**This**__**…**__**is impossible.**__**" **_The manifestation murmured, rising to a knee.

Erza landed behind the Highbreed with a loud thud, catching its attention. A serious expression adorned her face.

"_**You cannot defeat us, vermin!**__**" **_All of a sudden, a flap on the alien's gut opened and revealed several tentacles. Said tentacles stretched out toward Erza to grab her.

The redheaded knight's eyes widened slightly, reminded of the battle with Ghostfreak and how he could do the same thing. Shaking off her brief surprise, Erza, in a blur, skillfully sliced the tentacles apart with her flaming sword.

The Highbreed commander yelled in excruciating pain, purple-reddish blood spewing out from its tentacle stubs.

"You will not stand in our way anymore!" Erza declared strongly.

She rushed forward and swung her sword horizontally and vertically, creating a fiery cross that rammed straight into the Highbreed. The manifestation bounced off the ground a few times before rolling to a stop near the general area of the other two Highbreed, who were now steadily regaining their bearings.

"Oh no, I didn't say you could leave." Gray remarked, hitting the ground with his fists. **"****Ice-Make: Floor!****" **The ground beneath the three Highbreed solidified into ice, effectively trapping them.

Natsu stared at the three Entrapment manifestations with a hungry grin. "Thanks for coming to me; saves me the trouble."

"Natsu!" the Fire Dragon Slayer glanced to the source of the voice: Erza. "Eat up!" Erza held up her Flame Sword, which was sheathed in fire. The blaze grew bigger and bigger until the re-quipping mage couldn't control it anymore. She swiped the huge fireball at Natsu, who was eager to accept it.

He grabbed the fireball with both hands and inhaled all of it into his mouth. After swallowing the inferno, Natsu let out a satisfied burp.

"Thanks for the grub, Erza." Natsu said, savoring his newly restored magical energy. "Now, I'm fired up!"

The Highbreed trio watched in horror. They knew that this battle was over.

"_**Enjoy your victory while it lasts, wretched scum. You will soon know what **_**real**_** power is. Nothing will stop the Entrapment.**__**" **_The Highbreed commander proclaimed darkly.

"Sorry, did you say something?" Natsu retorted, not listening to the avatar's prattle.

He crouched down and leapt into the air. "With the flames in my right hand and the flames in my left, put the two together, and you get-" Natsu merged the two fireballs in his hands into one above his head, which radically grew in size and power. **"****Fire Dragon Brilliant Flame!****" **

Natsu hurled the massive fireball down on the three Highbreed. Upon impact, an enormous explosion of searing heat ripped the ground apart like an erupting volcano. The Ultimate Team, excluding Natsu, was forced to shield their eyes from the intense light and the debris being thrown at them.

Happy had grabbed onto Lucy's shoulder to keep from being blown away. The cold air and snow produced by the weather towers was gone in an instant, replaced by searing heat.

"Ugh…too hot!" Lucy whined, stepping back to put distance between her and the source of the heat.

"First you're too cold and now you're too hot? Make up your mind, Lucy." Happy jabbed.

"SHUT IT, CAT!" the blonde snapped.

A moment later, the inferno started to die down until the flames finally disappeared. The smoke and ash began to settle, revealing a considerable-sized crater in the middle of the battlefield. There were no signs of the Highbreed. The Ultimate Team had triumphed once more.

Natsu was slightly panting, feeling the fatigue in his body. He had to admit, expending his magic against the DNAlien hordes and the super-strong Highbreed had drained him considerably. The others were no exception.

"Man…that…was…awesome!" Natsu yelled happily, despite his exhaustion.

"He's insane." Lucy moaned.

"You're just figuring that out?" Happy remarked.

The Celestial Spirit wizard ignored the blue cat and turned to Virgo, who was standing beside her. "Thank you for your help again, Virgo."

The pink-haired maiden smiled. "It was my pleasure. Do you wish to punish me now?"

"Goodbye, Virgo." Lucy swiped Virgo's key through the air and sent her back to the Spirit World.

"That fight…was intense." Gray commented dryly.

"Yes, it was." In a golden flash, Erza re-quipped back into her Heart Kreuz Armor. A few beads of sweat were noticeable on her face. Despite her magical prowess, even she felt tired from the lengthy battle.

"And Azmuth said that these manifestations would only grow stronger after every battle." Gray mentioned.

"But…those Highbreed were already crazy strong." Lucy stammered. "What could be stronger than them?"

"Huh," Natsu ambled over to the group with a wide smile spread across his face. "I guess we'll find out."

"You better be taking this seriously, loser. This isn't a game." Gray said sharply.

Natsu got in the ice wizard's face, displaying an equal amount of anger. "Who said I wasn't taking this seriously?! And who're you calling a loser? Last I checked I was the one who beat those guys!"

Before an annoyed Erza could intervene, a voice interrupted her. "Alright, that's enough you buffoons!"

The Ultimate Team turned to the voice to see Azmuth standing before them.

"Hey, you're back!" Natsu pointed out.

"Is that a surprise?" Azmuth said sarcastically. "Congratulations on staying alive. What you accomplished was certainly noteworthy. Now, let's be off." Without wasting a moment, the subconscious avatar summoned a memory gateway.

"That's all you're gonna say? Congrats?" the Dragon Slayer shouted.

Azmuth turned back with a miffed look. "What do you want? A cookie? We don't have time to lollygag around!" he rebuked.

"Azmuth is right." Erza agreed. "We accomplished our task. Now, we must move on." She turned her gaze to the Galvan below. "How much further is Ben's consciousness, Azmuth?"

"Not too far. Only four more memory jumps." He answered.

"What?!" Lucy screamed. "You're saying we have to fight four more times?!"

Azmuth shook his head. "Not likely. Your victory here has sent the Entrapment a message that you will not fall easily. I reckon they will now be sending manifestations stronger than the Highbreed after you. And there are only a few that come to mind that fit that description."

The Ultimate Team froze from that statement. Villains stronger than the Highbreed? Needless to say, that thought made the group rather apprehensive and unsettled.

"My guess is that the Entrapment will dispatch only two or three more manifestations now." Azmuth continued.

"And these foes are going to pack even more strength than the Highbreed, which I dare say we couldn't have defeated if it weren't for Natsu's fire." Erza stated.

The wizards took a moment to soak in that undeniable fact. Things were not going to get any easier from here.

"I'm afraid so. Are you sure you're still up for continuing your journey?" Ben's subconscious mind inquired.

"Of course we are!" Natsu stated defensively. "We ain't givin' up! We're gonna keep fighting until we rescue Ben!"

The others agreed with their pyromaniac friend and nodded defiantly.

Though he was indifferent on the outside, Azmuth smiled inwardly from their response. "Very well. Follow me." He stepped into the glowing sphere and vanished.

Just as the scene around them began to crack and fade away, the Ultimate Team stepped into the gateway and headed to the next memory.

'_We__'__re coming Ben. Just hold on a little longer.__' _Erza prayed.

Unfortunately for the Fairy Tail wizards, time was not on their side.

…

In the dark stormy void, the unknown individual had his hands tucked in his coat pockets. He was looming over someone who was on their hands and knees, wrists and ankles shackled by purple glowing chains.

The prisoner was none other than Ben Tennyson.

Ben was breathing heavily and his face was coated with sweat. Streams of tears were noticeable on his cheeks. His wide eyes were locked on the ground. The teen who normally displayed a confident, carefree attitude was now petrified in despondency and desperation.

"Make…" he uttered pathetically, "make this stop."

Purple lightning flashed through the black cloud-covered sky while thunder rumbled across the void.

A long ominous moment passed by. The dark character looming over Ben retained his impassive expression. Then, he looked down at Ben with a sinister grin.

"_**I**__**'**__**m afraid I can**__**'**__**t do that, Tennyson. I believe you deserve to see more.**__**" **_the dark individual replied.

Ben's body tensed, shaken by the thought of seeing that horrible memory again. "No…no…NO! Please, just stop!" He begged, clenching his fists.

"_**And spoil all the fun I**__**'**__**m having?**__**" **_the man snickered. _**"**__**No, I won**__**'**__**t stop. I will keep drowning you in an ocean of misery and pain until the light inside you goes out completely.**__**" **_He kneeled down before Ben, gazing at him with purple eyes that shone through the darkness and an unadulterated insane smile. _**"**__**Then, only then will I allow you to die.**__**" **_

…

**A/N: Damn, I'm finally finished! I have to admit; this chapter did indeed posse some challenges and was very difficult to write. Hopefully the next chapters won't have the same problem.**

**I would like to thank Vanessa Masters, Star Saber21, and Masamune X23 for their assistance in this chapter. I received quite a bit of writing assistance from Vanessa and really appreciate what he did for me. Saber and Masamune were also a big help in this chapter's making too. Big virtual cookie cakes for the trio!**

**I would like to apologize for my tardiness. This college semester was a major pain in the ass and when I did find time to write, I just couldn't wield myself to write a lot. I was too caught up with other hobbies. Hopefully, you'll all understand. Thankfully, with summer break, I can find more time to write.**

**Chapter 1-6 Revised is still not ready; however, I will be shifting my attention to getting it finished soon and let you all know when its ready. There will be a lot of changes and more written content. I would advise you to read it once its published. Thanks goes to TallGuy94 for his help in re-writing these chapters so far.**

**I have a couple things to share with you, my awesome, loyal readers.**

**One, there are three links to three different drawing styles of Beelzebash on my profile page. I would recommend looking at all three of them so you can decide which is best.**

**Two, TallGuy94 and I have decided on the voice actors for Beelzebash and a few of the OCs who have already made their debut.**

**Beelzebash – Troy Baker**

**Joe Magtartus - Vic Mignogna**

**John Magtartus - Travis Willingham**

**Highbreed Commander - Kevin Michael Richardson (Not an OC but I thought I should point it out)**

**Gordon Seismo – undecided**

**Henry – undecided**

**If you have any suggestions for Gordon and Henry's VA, please PM me.**

**Next chapter: Entrapment, Part V: Here Came the Conqueror**** - As the Ultimate Team recovers from their clash with the Highbreed and DNAliens, they trek into more of Ben's memories. Then, they are forced to battle with a seemingly unstoppable foe who's strength is unmatched. Ben's condition continues to deplete. What can possibly be done?**

**I hope you can all forgive me for taking so long to update. Maybe this long chapter can make up for it? Anyways, please leave any critique or comments in the review box. Whoever decides to flame will be crushed underfoot like the vermin you are by the superior Highbreed. Until next time…**


	28. Entrapment, Pt 5: The Conqueror Cometh

…

**Ultimate Fairy **

**Chapter 28: Entrapment, Part V**

_**The Conqueror Cometh **_

…

As soon as the Ultimate Team had passed through the gateway, the fatigue and injuries they had sustained from their battle with the Highbreed and DNA armada had instantly vanished. Needless to say, the wizards and cat were quite surprised to have regained their full strength so quickly.

The team studied their surroundings to see that they were now in an open grassy area with trees, benches, and sidewalks situated around them. It was easy to deduce that they were in a park. What really caught their attention though were the enormous buildings made of steel and glass that towered around the park's perimeter on all sides.

"Wow…" Lucy awed, "seeing how big the cities in Ben's world never ceases to amaze me."

"Aye," Happy agreed.

Erza was silent as something else caught her eye, something the others had failed to notice yet. There appeared to be a transparent dome covering the entire park, cutting it off from the outside. Why was that there? What was its purpose?

"Are we in a park again?" Natsu griped. "This better not be another freaky dream."

"Natsu, will you-" the redheaded knight began to scold the Dragon Slayer until a flash interrupted her.

The group turned toward the source of the brief flash. It was seven-foot-tall white and black skinned humanoid with a fin on his head. His outfit consisted of a black and red robe covered in circuitry. He had black eye markings while his eyes were red with a black slit as a pupil. Grey spikes stuck out from his toes and hands.

The unknown arrival was standing atop of a slanted rock that protruded from the ground.

"Who the heck is that guy?" Gray said.

"_People of Earth,__" _the being announced, _"__today__'__s contest is being broadcast simultaneously on all information channels. Be forewarned, the Conqueror__'__s Challenge is a courtesy. Vilgax__'__s fleet is currently in orbit around this planet. Should your champion fail to show, Vilgax will declare victory and obliterate the Earth__…__as is his legal right.__" _

The Ultimate Team looked up and gawked at the fleet of warships hovering in the sky.

"How the hell did we not notice that?!" Natsu shouted, referring to the warships.

"Did I hear him right?" Gray said nervously. "Did he say Vilgax? As in that huge squid-faced guy that nearly killed Ben when he was a kid?"

"He did." Erza tensed. Her eyes narrowed in thought. "He also said something about a challenge."

"The Conqueror's Challenge," Azmuth corrected. The subconscious manifestation appeared on Erza's shoulder once more. "That being is Psyphon, a servant to Vilgax."

"What exactly is going on here? What's a Conqueror's Challenge?" inquired Gray.

"Is it some kind of battle?" Lucy wondered.

"Not just any battle." Azmuth clarified. "A Conqueror's Challenge is when the greatest champions of two worlds battle one another. Whoever wins determines the fates of both worlds. It was established to limit the destruction done by interstellar wars."

Erza nodded. She could see the logic in this Conqueror's Challenge and actually agreed with the concept of preventing war and wide-spread devastation.

"Sounds awesome!" Natsu commented.

"Are you insane?!" Lucy yelled.

"Ben is the representative of Earth and if he wins, Vilgax must leave and never attempt to attack Earth again." the manifestation continued.

"And if Ben loses?" Erza asked, fearful of the answer.

"Then Ben will be killed. Vilgax will claim the Omnitrix and conquer the Earth." Azmuth said impassively.

The group's eyes widened from the high stakes of this situation.

'_I can__'__t imagine what Ben must__'__ve been feeling then.__' _Erza mused. _'__The fate of his world is on the line here. He must__'__ve been so nervous and shaken.__' _

"_And if Vilgax chickens out, I win, right?__" _Jetray suddenly flew straight through the transparent dome and landed in front of Pysphon. "_Will you have to work for me after because__…__ I really hate mowing the lawn?__" _He quipped.

Erza's eyes widened as she stared at Jetray in utter disbelief. "I-I don't believe this? His entire world is depending on him and he's acting so…so…"

"Calm?" Lucy finished.

"That's Ben for yah." Happy chirped. "Even when he was fighting Natsu and you, Erza, he always acted so cool."

"But this is serious!" Erza inputted strongly. "His entire world is at risk!"

"After Ben saved the universe from the Highbreed, our-uh _(Cough) _I mean _HIS_ ego became very inflated." Azmuth mentioned.

Erza cocked a brow in confusion. Ben didn't have an ego problem now. He had accomplished many things while in Fairy Tail and never once had she seen him brag about it. Compared to the Ben she was seeing, he had certainly changed over the years; for the better in her opinion.

"_After the battle, I will personally remove the Omnitrix and present it to Vilgax.__"_ Pysphon declared. _"__Speaking of whom__…" _

Pysphon suddenly vanished as a large blazing fireball appeared out of nowhere and crashed into the park with enormous force. The ground shattered as everyone shielded themselves from the dust and debris being launched at them; however, they were not blown back or harmed since the events taking place in memories could not affect them.

"What was that?!" Lucy cried.

Stepping out of the inferno was a large, imposing figure. A red armored plate adorned its chest with black, skin-tight material underneath. On its legs was blue suit-like armor with silver padding on its thighs and shins. It had a yellow shoulder plate on its left arm that displayed a red 'V' over a black circle, and it boasted a golden gauntlet on its left hand. The being's right arm was devoid of armor, revealing green skin and muscles that appeared to be woven together like rope. On its right hand was a black bracelet with a red gemstone embedded on the back. Sheathed on its back was a large, silver sword that looked like it could easily inflict a ton of damage.

The alien had a bald, squid-like head with tentacles dangling down its chin, black creepy lips, and red ominous eyes. The team instantly recognized the creature from his face alone in spite of his drastic change of appearance.

"Is that…Vilgax?" Erza asked apprehensively.

"Indeed" Azmuth grimaced.

"_Ben 10, I__'__ve come to kill you and conquer your world._ _Is now a bad time?__" _ Vilgax declared mockingly.

"Whoa…he's sure changed." Natsu commented, slightly unsettled by Vilgax's new gladiator-like appearance.

"You have no idea." The subconscious manifestation remarked.

Vilgax glowered at his archenemy. _"__Are you ready to die, Ben?__" _he threatened.

"_Can we skip the threats and get to the fight part? There__'__s a Sumo Slammers marathon at eight and I forgot to set the DVR.__" _Jetray grinned.

Erza couldn't believe what she was seeing. How could Ben being acting so arrogant with the fate of his world on the line? It infuriated her to no end!

"What's he talking about?" Lucy asked.

"Oh…uh…" the Galvan manifestation rubbed the back of his neck awkwardly. "It's kind of embarrassing. Sumo Slammers is Ben's favorite show. Like how your lacrima's show images from far away, Ben's world has devices called television, which display shows, news, and all kinds of things."

"Seriously?!" Lucy yelled, flabbergasted.

"He was more concerned with that than the fight?" Gray said incredulously.

Vilgax growled and unsheathed his sword, which became encased in flames as he drove it down at Ben. A circle of flames had already formed around them both. Though it seemed that he had engulfed Jetray in the blaze, the flames surged upwards and Jetray burst out of them with a cocky little quip.

_"I'll take that as a 'yes'," _Jetray said.

Jetray started firing green energy beams from his tail. The alien warrior erected a yellow shield from a gold gem fitted on his left gauntlet, which easily blocked the blasts.

"_Your energy beams are no match for the Shield of Ziegel!__" _Vilgax scoffed.

Vilgax lowered his shield to give chase and leaped into the air, blasting Jetray with a red ray from a black bracelet on his right wrist. Jetray fell to the ground, stunned by the powerful blast. He pushed himself up only to receive an uppercut from Vilgax, which sent him flying into a fountain. The conqueror jumped into the fountain and continued punching Jetray, and even slammed his foot on him until he formed an imprint of his body in the fountain's base.

Needless to say, the Ultimate Team was shocked and appalled by the brutality Vilgax was demonstrating.

"Oh no," Lucy gasped, covering her mouth.

"He's getting pummeled!" Natsu yelled in alarm.

'_He__'__s brutal like Gajeel was to me during the Phantom Lord incident__' _Lucy thought, cringing at each blow struck on Ben.

"Come on, Ben. Get up!" Gray exclaimed.

"Aye!" Happy chimed.

Erza gritted her teeth and furrowed her brows at the scene. _'__How is Ben getting beaten like this? Even though he__'__s three years younger, he__'__s much stronger than this. Come on, Ben__…__you have to fight back!__' _

As if Ben had heard Erza's thoughts, an emerald flash signaled a transformation and Vilgax was suddenly encased in ice. A familiar moth-man then appeared above the frozen gladiator.

"_Big Chill,__" _Ben announced in his cold, raspy voice.

Gray smirked, delighted by Ben's choice of alien. "That's how yah do it, Ben!"

_"Nothing like a refreshing dip on a hot summer's day," _Big Chill flew down near the frozen Vilgax, who visibly struggled in the icy block. _"And, Vilgax? You are that DIP." _He taunted.

_"I__…__will__…__be__… __FREE!" _Vilgax growled out. His eyes glowed red and beams shot out of his eyes, shattering the ice around him.

_"Guess so." _Big Chill said.

The Necrofriggian swooped down at Vilgax, who cocked his fist back to punch him; however, he stumbled forward as his fist went straight through his intangible form. As a result, Vilgax found his hand frozen solid to the bottom of the fountain.

_"My hand!" _Vilgax bellowed.

"Wow. Ben's almost as good as me." Gray crossed his arms over his chest. "Almost."

_"You know what they say __'__Cold hands-__"_Big Chill trailed off as Vilgax shattered the ice encasing his hand.

"What DO they say?" Natsu wondered, scratching his head.

"Old superstition" Azmuth scoffed. "'_Cold hands, warm heart.'_ It was meant to imply a person with cold hands, actually had a warm heart."

"Pft," Natsu snorted, "guess they didn't know about Gray, huh? The icy blockhead doesn't even know how much Juvia loves him."

"What was that, pinky!?" Gray shouted, enraged.

"Will you two morons knock it off!" Erza snapped. "This battle is getting serious! We need to examine Vilgax's strength in case we have to fight his construct." She then sighed in irritation. "Gray, your clothes."

The raven-haired teen looked down to see that he was in his boxers. "CRAP! Not this again!"

Lucy paled from Erza's previous statement. "Us? Fighting a monster like that…" she squeaked.

_"You gotta let me finish my quips, Vilgax. It's sort of a rule." _Big Chill taunted.

_"Keep joking, Child" _Vilgax growled as he tapped the gold diamond on his left gauntlet, causing it to glow yellow._ "It will make my victory all the sweeter."_

He lashed out and grabbed ahold of the transparent form of Big Chill, squeezing him tightly in his clutch.

The group's attention was promptly returned to the fight, due to this shocking development.

"Whoa. He grabbed Big Chill when he was intangible?" Lucy stammered.

"How's that possible?!" Gray shouted.

_"Hey!" _Big Chill cried out in surprise_. "You can't touch me when I'm intangible!"_

_"No?" _Vilgax discharged a powerful shock of energy through Big Chill's body.

_"Auuuugh!" _Big Chill yelled out from the burning pain before his body went limp. The warrior released his grip, letting him fall to the ground.

_"My mistake" _Vilgax sneered.

Erza's mouth gaped slightly. Something was not right with Vilgax. She had noticed it ever since he appeared. It wasn't just his new appearance, it was his abilities.

"Something's been bothering me ever since we arrived here." Erza voiced, causing the group to look at her in intrigue. "When we saw Vilgax before, he didn't display these kinds of abilities. How did he gain them?"

The team paused and contemplated Erza's statement. It was a good observation. When they had witnessed the memory of Ben's first encounter with Vilgax, his only ability appeared to be amazing brute strength. Now, he had an array of powers.

"Yeah, you're right." Natsu agreed.

"Quite observant of you," Azmuth commented. "Vilgax had been gone for five years since he was last defeated by Ben. During that time, he has conquered ten worlds and has absorbed the powers of those planets' greatest champions."

Everyone looked at Ben's subconscious in surprise.

"He took their powers?!" Erza exclaimed, shocked.

"Is that possible?" Lucy asked in confusion.

"Well, I don't know about Ben's world but in our world there is a rare type of magic called Mimic. It allows the user to use any magic they encounter, but not steal it from someone." Erza explained.

"But what about that freaky owl-guy that ate me?" Natsu remarked, slightly shivering from that horrible memory.

"True. But that's a different matter entirely, and his use of your magic wasn't as strong as when you would use it." Gray remembered.

"I take it that isn't the same case with Vilgax?" Erza inquired, looking at the Galvan on her shoulder.

He nodded and grimly answered, "Unfortunately, yes. He has full use of those fallen champions' powers."

The Fairy Tail team's eyes widened upon this revelation.

_"Why...why don't you pick on someone your own size? Or better yet..." _Big Chill phased into the ground as Vilgax readied his sword.

Suddenly, the ground beneath the ruthless conqueror exploded upward as Humungousaur burst forth in his fully grown, spiked form.

"_Humungousaur!__" _he shouted; arms held up in a power-up fashion.

Vilgax was sent flying through the air, but managed to blast Humungousaur with his eye beams. They had little effect as the Vaxasaurian charged at the squid-faced warrior. The two mightiest beings of the universe reared back their fists and then slammed them together. The shockwave created rippled through the entire city.

The Ultimate Team watched in amazement by the amount of force and destruction caused by Ben and Vilgax punching each other.

"Whoa. This is crazy." Happy said weakly.

"Can anyone see if Ben's alright?" Erza asked.

As the smoke dissipated, it was obvious that Ben was NOT alright. Humungousaur was pinned under Vilgax's foot, completely overpowered. The force of the blow had created a crater with a pipe shown pumping its waste into the large gap in the earth.

_"Yield!" _Vilgax demanded, driving his foot harder into Humungousaur's face_. "And your demise will be mercifully brief."_

"Oh no. This is bad." Lucy fretted.

"Yeah…I wouldn't wanna be in his shoes." Gray winced from the brutal treatment Ben was receiving.

Erza clenched her fists, trying to uphold her strong demeanor. But seeing Ben get beaten like this was taking its toll on her. _'__Ben must__'__ve won this fight; otherwise, he would be__…__he would be__…' _she shook her head to keep herself from finishing that sentence. _'__But from the way things look now, how could he have turned the tide?__' _

"_Don't listen to him, Ben!" _A voice shouted.

Vilgax and the Fairy Tail squad raised their heads up to see two figures on a floating pink platform. One was Gwen dressed in a red shirt paired with a black vest, gray pants, and black flats. Her hair was worn in a high ponytail.

Next to her was an odd creature. It looked to be a man, but wore only a pair of black swimming-briefs. The left half of his face was covered in a mint-green crystal substance. Concrete covered the right half of his face, left half of his chest, and left arm. The lower right half of his chest, stomach, and right arm were covered in metal whilst his legs seemed to be made of wood.

Surprisingly, the strange man was Kevin. He too had taken on a new appearance.

_"There's something bigger than Humungousaur!" _Gwen shouted as the huge figure of Way Big loomed up over them.

Everyone froze and stared up in shock.

"Is that…Ben's titan form?" Lucy stuttered.

"But…what's it doing here? Ben's over there!" Natsu exclaimed, completely confused.

Erza turned her head to Azmuth, a fearful expression across her face. "Don't tell me this is another Ghostfreak situation."

The manifestation shook his head. "No. Not at all. It's…a little more complicated."

Vilgax glowered at Gwen and Kevin's presence. _"__Do not interfere with this contest!__" _He warned.

"_Who__'__s interfering?__" _Kevin retorted with a smug smirk.

Way Big stepped over Gwen and Kevin and walked toward the crater, each footstep shaking the earth. Humungousaur, who was still lying on his front, looked up at the To'kustar before transforming back to human. The shift in form surprised Vilgax, causing him to stumble backwards as Humungousaur was no longer there to support his weight, Ben doing the same to gain distance from his foe. Way Big slammed his foot in-between Ben and Vilgax, causing the latter to jump back to avoid being crushed. He skidded a few meters backwards before coming to a stop and unsheathing his sword.

The mighty To'kustar stood proud and tall above Ben until its body was engulfed with yellow light. Way Big suddenly disappeared and yellow energy tendrils flowed into the Omnitrix.

Ben wore a cocky, confident expression as he activated the Omnitrix, bringing up the hologram of his To'kustar form. _"__And now...Vilgax is going to get a taste of Way Big!__" _He slammed down the dial.

"Looks like this fight's over." Gray noted, folding his arms over his bare chest.

"Aye," Happy chirped, "Ben's titan form will flatten that big bad fishy."

"He's a squid, Happy." Lucy corrected, exasperated.

When the emerald light faded, dumbfounded expressions spread across the gang's faces. Standing in Ben's place was not Way Big, but rather…

"_Chromastone?! Aw man!__" _Ben complained.

'_Why did the Omnitrix now of all times have to give him the wrong form?__' _Erza mused.

Vilgax charged forward with his flaming sword in hand. Chromastone widened his stance and fired an ultraviolent beam from his head. The blast sent Vilgax flying high until he promptly slammed into the force field surrounding the park. Gravity took over as he fell and crashed into a building, pulverizing it in the process.

Chromastone took to the air and flew toward the debris with the Ultimate Team following behind him.

"Okay, that did it!" Natsu stated.

"Yeah, there's no way he could walk away from that." Gray added.

"I'm not so sure." Erza disagreed with a serious visage.

"What do you mean, Erza?" Lucy asked, running beside her.

"How the heck could he still fight after that attack?" the ice wizard demanded.

The team ran along a concrete path that took them straight to a plaza in the middle of the park. Suddenly, a piece of rubble shifted as Vilgax moved it aside and stood up virtually unscathed. Needless to say, the Fairy Tail group was shocked and unsettled by this.

"Not a scratch?!" Natsu said, alarmed.

"How's that possible?" Lucy said fearfully.

"Vilgax didn't earn the title 'Conqueror of Ten Worlds' by being defeated that easily." Azmuth deadpanned.

"_Whatcha gonna do now, tough guy?__" _Chromastone mocked.

"_I__'__m glad you asked.__" _Vilgax sneered.

He held out his broadsword and the flames covering it disappeared. Greenish-blue crystal spikes began to emerge across the blade until it was completely encased in crystal.

Chromastone wasn't deterred as he fired another rainbow energy beam from his head. Vilgax held up his sword and blocked the blast. Ben didn't back down as he put more energy into the beam; however, what the Omnitrix bearer didn't know was that Vilgax's sword was actually absorbing his attack.

Vilgax gained his footing and pushed back against the powerful ray. The group watched in alarming disbelief as the conqueror walked through the beam, his crystal sword absorbing Chromastone's energy while doing so. Their disbelief turned to horror as Chromastone collapsed to a knee from exhaustion. Vilgax's sword transformed back to its original mode as he held it up over Chromastone's head.

"NO!" Erza screamed.

Vilgax brought his sword down on Chromastone, causing a blinding flash of light. When the flash died down, a pile of broken crystal shards was scattered across the spot where Chromastone had kneeled.

Horror crossed over Erza's expression as she stared wide-eyed where Ben had been standing. The others were paralyzed with utter shock with bulging eyes and mouths agape.

"_No!__" _Gwen yelled in disbelief, burying her face into Kevin's chest to block out the horrible image.

Vilgax, however, let a heinous, victorious smile break out on his creepy face.

Grandpa Max, who had been watching from the trees, gasped his grandson's name before turning his face away from the tragic scene.

"B-but…how…?" Erza stuttered. The scarlet-haired knight knew Ben must've survived since he had ended up in their world, but just the idea of Ben dying made her feel ill.

"He's not dead, despite what you may think." The subconscious mind reassured.

"Then why did you show us this horrible memory!?" Lucy screamed.

"Yeah," Natsu barked with streams of flames spilling from his mouth. "This is beyond sick!"

'_Trust me__…__you haven__'__t seen sick.__' _Azmuth grumbled inwardly, knowing all too well what hell the conscious mind was going through. He shook his head lightly and returned to reality. "This was a moment when Ben learned that he was not truly invincible."

"Apparently!" Lucy snapped.

"So, Ben had to survive this; otherwise, he wouldn't be here today." Gray rubbed his face, stressed out. "But how could anyone recover from something like that?"

"Yes, it may seem impossible for Ben to recover from this, but it's not over yet." Azmuth answered.

The group returned their focus on Vilgax, who had sheathed his sword. _"I AM VICTORIOUS!" _He proclaimed, raising his hands in a triumphant matter.

In a flash, Psyphon had teleported next to his master.

_"Fetch me my prize." _Vilgax ordered his lackey.  
><em><br>_Pysphon walked over to the pile that was once Chromastone and grabbed the Omnitrix dial and presented it to his master.

"_I have it, master. The Omnitrix,__" _Pysphon held out the device to the conqueror. _"__This entire world belongs to you.__" _

All of a sudden, a bright green light began to glow off the Omnitrix. Pysphon yelped in surprise as he let go of the symbol, which glowed brighter and started to spin rapidly.

Everyone, including the Fairy Tail gang, stared at the phenomenon in silence and awe. The shattered remains of Chromastone began floating through the air and merged together into a big clump around the dial. Vilgax desperately reached out to retrieve the Omnitrix, but was forced to shield his eyes as a final flash engulfed the pieces.

"_Diamondhead!__" _The name of Ben's Petrosapien form echoed through the air as he held up his arms in a power-up fashion.

Everyone stared at the scene with stunned looks. How did that happen?

"Whoa…" Happy said.

It was all that could be said at the moment. They were too astounded and shocked.

Erza then noticed something different about Diamondhead's appearance. His body seemed to be made of blue rocks while his face, arms, and spikes were comprised of greenish-blue crystal.

Vilgax bared his teeth in disdain and took a few steps back.

"_You__'__re in trouble, Vilgax. I__'__ve had a lot of practice with this one.__" _Diamondhead asserted.

He held up his arms and fired a barrage of crystal shards. Vilgax swiftly deployed his shield as the ground erupted into explosions where the crystal projectiles hit. When the shards collided with the Shield of Ziegel, it promptly shattered and caused Vilgax to stagger back.

As the smoke cleared, Vilgax was on a knee. He extended his right arm and fired a powerful red ray. Diamondhead formed a crystal barrier beneath him to not only absorb the attack but to use it as a springboard to propel himself into the air as well. Vilgax covered his face as crystalline fragments rained down upon him.

When the attack stopped, Vilgax gritted his teeth and charged up the Ruby Ray of Ulo. He turned around and fired another beam at Diamondhead, who summoned several large crystal spikes to block the attack. The conqueror charged forward and punched straight through the crystalline barrier, but his opponent was nowhere in front of him.

He turned around to see Diamondhead hold out his arms and discharge another fusillade of crystals. Vilgax was not quick enough to respond as the shards collided with his chest and torso and making him stagger back in unexpected pain.

Diamondhead held up his arms, which caused three large crystal spikes to erupt from the ground and levitate in the air. He maneuvered the spikes right over Vilgax, who looked up in apprehension. He tried to run away, but Diamondhead dropped his hand which brought the large spikes straight down on top of Vilgax. An explosion of shattered crystal and earth was made.

When the dust settled, Diamondhead was standing atop of a huge pile of crystals. Vilgax was pinned underneath the crystalline mass with a black eye and numerous other injuries.

"_Say the word,__" _Diamondhead taunted.

Vilgax turned away in shame. The worse pain did not come from his physical injuries, but his wounded pride instead. However, he knew when he was beaten. _"__I__…__yield__…" _He choked out painfully.

"_That__'__s right, you do.__" _The Petrosapien stated.

The team had the watched the scene with anticipation and amazement.

As the scene faded away to a black space, Natsu exclaimed, "That was AWESOME!"

"Aye, sir!" Happy chimed. "Ben sure showed that bad fish-man to never mess with him!"

"Despite almost getting killed," Gray inserted dryly.

"Let me guess," Erza turned to Azmuth, "Vilgax doesn't keep his word and returns to conquer Earth anyway?"

Ben's subconscious chuckled lightly. "Very astute of you"

Natsu, Gray, Lucy, and Happy looked at Azmuth in confusion. "What?" they yelled simultaneously.

"So he does come back?" Lucy asked.

"Of course he does!" Azmuth inputted, giving the group an incredulous expression. "You didn't think Vilgax would just give up, did you?"

"Still," Erza clenched her fists tight and snarled, "The point of that battle was to prevent war. It makes me sick that Vilgax would break the rules of this fight and attack anyways."

Azmuth nodded. ""Vilgax is ruthless and without mercy. He will use the laws when they suit him, but when he no longer needs to fear them, he will return."

"Man," Natsu scratched his head. "You'd think after getting his green butt kicked like that he would back off."

Ben's psychic manifestation snorted. "If you think this battle was intense, wait until you see what comes next."

Natsu immediately became excited from the news of seeing more fights while the others couldn't help but be interested as well.

The subconscious manifestation summoned another memory gateway and the Ultimate Team walked through, taking another step down the road of their quest through Ben's mind.

…

After the momentary flash, the Fairy Tail wizards allowed their eyes to readjust as they observed the new setting. The giant room they were in was comprised of dark green metal with an assortment of large electronic components on the ceiling. Along the sides of the floor were deep gaps.

The Ultimate Team stood on the main catwalk that was connected by other smaller catwalks that ran perpendicular to it. However, the biggest shock came to the group when they looked out a huge window in front of them.

Outside the window was space and the glowing blue orb, Planet Earth, the world of Ben's birth.

"Holy cow!" Lucy screamed, alarmed. "Are we in space?!"

"Yes," Azmuth answered. He was now sitting on top of Happy's head, who frowned comically from having the toad-man on him. "We are on currently on Vilgax's latest ship."

"SHIP!?" Natsu cried out.

Immediately, a wave of nausea hit the Dragon Slayer as his face turned completely green. He collapsed to the metal floor pathetically.

"You've got to be kidding me." Lucy huffed, slapping her forehead in exasperation. "Does he ever _NOT_ get motion sick?"

Ben's subconscious groaned in frustration, and then glanced down at the blue cat he was sitting on. "Happy, could you pick up Natsu so he can witness what's going on?" he requested.

Happy saluted. "Aye, sir!"

He went down and lifted the pink-haired wizard into the air by the back of his vest. As soon as his body lost contact with the floor, his motion sickness vanished completely!

Lucy sighed. "I swear, Natsu, you're a strange one."

The group then fixated their attention on the scene in front of them. Ben, Gwen, a mutated Kevin, and Max were standing before Vilgax. They had missed what had been conversed between the two sides.

Then, two big metal containers extended from opposite sides of the wall. The containers split apart and folded back, revealing a large assembly of white and red metallic robots. A dozen of the faceless humanoids marched forward and encircled a wary Alien Force.

Needless to say, the Ultimate Team was confused over what was transpiring.

"What are those things?" Gray inquired.

"_Bioids__" _Max said.

"_Just a few of the hundreds of thousands I have aboard this vessel.__" _Vilgax clarified. _"__Allow me to demonstrate.__" _He grinned, holding up his right wrist to display the Omnitrix.

Alien Force's expressions hardened from Vilgax's flaunting; however, the Fairy Tail gang harbored looks of shocked dismay.

"Holy crap!" Natsu shouted, completely stunned.

"H-He…he…he has…" stuttered Lucy.

"– the Omnitrix!" Erza exclaimed, alarmed.

"How the hell did that ugly bastard get it from Ben?!" Gray yelled in outrage.

"Please look behind you." Azmuth instructed.

Confused, the group turned around and were surprised to see an exact look alike of Ben, with the exception of his white hair and red eyes, that had been chained to a nearby slab.

"Whoa! I didn't know Ben had a twin!" said Natsu.

"He's not his brother, idiot!" Gray added. He blinked for a moment and turned to Azmuth with uncertainty. "Is he?"

The toad-man simply shook his head.

"I don't get it. How can Ben be here, if he's over there?" Happy wondered, trying to wrap his little mind around the situation.

"That is Albedo, a former Galvan, and Ben's doppelgänger. He had tried to make his own Omnitrix but wound up trapped in a human form similar to Ben's." Azmuth explained. "He broke out of prison and stole an incomplete Ultimatrix from the _real _Azmuth's lab and finished it."

"Ultimatrix?" Erza questioned.

"It was an improved version of the Omnitrix." The subconscious form clarified as he continued, "Anyways, Albedo aided Vilgax in taking the Omnitrix from Ben in hopes of returning to his Galvan form. But, of course, Vilgax betrayed him."

"Why's that not surprising." Gray commented wryly.

Ben's subconscious turned back to Vilgax and pointed at the white robotic humanoids. "Those robots are called Bioids. They are essentially synthetic life-forms with blank DNA – mindless and obedient."

"Then what are they good for?" Natsu said, unimpressed.

"I'm curious as well." Erza admitted. "They don't appear to be even slightly battle-worthy."

"Currently, no." the subconscious manifestation said. "But keep watching and you'll soon see why they are so dangerous."

The conqueror slammed down the Omnitrix dial, causing the white humanoids to be bathed in emerald light that typically covered Ben when he transformed.

When the light subsided, the bioids had transformed into… _"__Diamondhead!__" _the bioids vocalized simultaneously.

On cue, the Ultimate Team stared in shock as they eyes widened and mouths gaped.

Vilgax selected a second alien and slapped down the core.

"_Lodestar!__" _

Again, he chose another form and slammed the dial down.

"_Spidermonkey!__" _

In an emerald flash, the bioids transformed back to their original robot mode.

"_No army in the universe can stand against my power.__" _Vilgax declared smugly.

Sweat rolled down Gray's face in trepidation. "Damn…" he cursed under his breath. "With an entire army of Clockworks, this guy could age a city to dust."

"Or burn entire worlds with a Heatblast army." Happy shuddered.

"Or worse, crush entire mountains." Erza gasped, reminded of Way Big. "Or flood the lands," recalling Ben's Water Hazard form.

Natsu clenched his teeth as his balled fists shook. He, along with the rest of the gang, hated to admit it but with the power Vilgax now possessed, he could truly be invincible. How could anyone stand against a being with so much power? The answer came in the form of a certain green jacket-clad teen.

"_Not what I had in mind.__" _Ben conceded, turning back to Vilgax.

The conqueror glared at him skeptically. _"__You__'__re going to try a hero__'__s challenge? Fight me one-on-one for the Earth? Somehow__…__trick me into giving up the Omnitrix so you can save the day?__" _He mocked.

"_Nope. You__'__re going to give me the Omnitrix under your own free will.__" _Ben replied nonchalantly.

"_And why would I do that?__" _

"_So you don__'__t blow up.__" _retorted Ben. _"__Omnitrix, Command Function Override, Code: 10.__" _

"_Override accepted. Voice Command activated.__" _The Omnitrix blinked.

Vilgax's expression contorted in confusion. _"__What are you-__"_

"_Omnitrix,__" _continued Ben, _"__self-destruct in thirty seconds. Command code 0-0-0-destruct-0__" _

"_Self-destruct Sequence completed and engaged. Detonation in t-minus thirty seconds__" _

"WHAT?!" the Ultimate Team shrieked.

"He's going to destroy his watch?!" Natsu shouted, shocked.

"That's insane!" Gray added, incredulous.

"The situation was bleak." Ben's subconscious justified. "Vilgax would obviously have never given up the Omnitrix. The only alternative was to destroy it to ensure Vilgax could not use it."

Erza nodded in agreement.

"Yeah, that does make sense." Lucy admitted. "But still…"

"I wonder how much damage it could do?" wondered Natsu.

Meanwhile, Vilgax looked at the Omnitrix questioningly. _"__If the Omnitrix were to self-destruct it would destroy the entire universe.__" _He stated, skeptical of his archenemy's actions.

"You were saying, flame-brain." Gray glared at the pink-haired wizard.

Ben grinned cockily. _"__It would if I let the charge build up for a few days. But for you, I__'__m only giving you thirty seconds.__" _

"_Detonation in t-minus twenty seconds__" _The Omnitrix voiced.

"_My bad, twenty seconds__" _the green-eyed teen corrected before he resumed his serious expression. _"__Take off the Omnitrix or it__'__s gonna blow.__" _

"_You__'__re bluffing.__" _dismissed Vilgax, activating the Omnitrix and slamming the core down.

In a green flash, the army of bioids transformed into… _"__Swampfire!__"_… and converged around Alien Force.

"_Destroy him!__" _Vilgax commanded.

The mindless Swampfires ignited their palms with methane fire and prepared to attack until the monotonous voice of the Omnitrix announced, _"__Detonation in t-minus ten seconds__" _The bioids paused and looked at their master.

Vilgax started to become slightly wary as the Omnitrix proceeded to countdown while Ben merely stared at the conqueror with a stone-faced look. The Fairy Tail gang continued to watch and see what happened next.

"_5__…__4__…__3__…__2__…__1__…" _Suddenly, the Omnitrix illuminated very brightly, causing Vilgax's mouth to drop.

In a burst of emerald light, the device exploded and sent Vilgax careening back with a trail of green smoke in his wake. When the green smoke settled, the Ultimate Team could see Ben's group standing completely unharmed behind a pink energy shield that was summoned by Gwen. As soon as she lowered it, Ben sprinted off toward the fallen Vilgax.

"Whoa…" Happy murmured, "he really did blow up his watch."

"Of course he did!" Azmuth scoffed. "Did you think I was lying?"

"Well no…it's just…" the blue cat stuttered.

Erza remained silent as she watched Ben keenly. He kneeled down by an unconscious Vilgax and grabbed the Omnitrix, or the few pieces that remained.

"It's completely destroyed." The knight stated plainly.

"That means all of Ben's transformations and powers are gone too." Happy added.

"I can't believe he was willing to sacrifice his powers." Lucy said. "It would be like a wizard losing their magic."

"It was a high price to pay." admitted the subconscious manifestation. "But it was the only way."

Without warning, the sounds of painful yelling caught the team's focus. They turned to see a mutated Kevin lying on the floor, recoiling in pain. Gwen had his head in her lap and gently held it, her eyes filled with concern.

"What's wrong with him?" Gray asked.

Green light shined off of Kevin as his rocky body transformed back into normal human skin.

"Hey! His body's not made of rocks anymore." Natsu said, confused.

"But how?" Lucy inquired with interest.

"The Omnitrix had been keeping Kevin's body in that mutated state ever since Ben had tampered with it months prior. Once it was destroyed, its effects on him immediately disappeared." Azmuth answered.

"I bet you're pretty relieved, huh Gray?" Happy chirped.

The ice wizard quirked a brow in confusion, and said, "What are you talking about?"

"Because for once you're not the only one in your underwear," Happy snickered.

Gray looked down to see he had stripped into his boxers once more. "Dammit!" He cursed, fumbling around for his scattered clothing. "Why does this keep happening?!"

Lucy sighed while Natsu laughed at the ice-make wizard's misfortune. "Typical" the former muttered.

The Osmosian groaned lowly, his eyes squinted. _"__I__'__ve got a headache like you wouldn__'__t beli-__"_ He stopped when he noticed Ben, Gwen, and Max all smiling at him. _"__What?__" _

"_You__'__re human again.__" _Gwen smiled.

Kevin paused as he looked at his body in amazement.

"_It must__'__ve been the Omnitrix keeping you in that form.__" _Max realized_. __"__Once it was destroyed__…" _

"_I__'__m normal?__" _Kevin grinned.

"_Let me show you.__" _Gwen caressed his face and gently pulled him in for a kiss.

"_That was a nice little moment. Why__'__d they have to do that?__" _groaned Ben.

"Yeah, why?" Natsu complained.

Gwen pulled away and replied, _"__Victory kiss__" _

"Relax Natsu it's just a kiss. No big deal." Lucy said matter-of-factly.

"Seriously, you're acting like a child, matchstick." Gray mocked.

"Shut it, ice-prick! You've got no room to talk." The pyromaniac countered heatedly.

"Natsu…Gray…" Erza growled, a steady stream of malicious energy wafting off her body.

"Nothing's wrong!" Natsu and Gray answered happily, hugging each other in buddy-buddy fashion. "We're just two good friends paling around."

"Hmm…" Ben's subconscious observed with interest. _'__I must learn how she does that. It could prove useful in the future.__' _He then lowered his head and added grimly, _'__if there is a future__…' _

"So, I guess with the Omnitrix destroyed, this battle is over." said Gray, letting go of Natsu.

"Wrong," Azmuth retorted.

"_Premature!__" _Vilgax's voice boomed across the room. He returned to his feet, holding his aching right wrist. _"__You haven__'__t yet won.__" _

"Geez, doesn't this guy ever give up?" Natsu remarked, annoyed.

"Seriously," Gray agreed.

Even without his powers, Ben took a few steps toward Vilgax while standing tall and unafraid. _"__You don__'__t have the Omnitrix and your bioids are lawn sculptures. Face it, you__'__re finished!__" _

"_I am still Vilgax! Conqueror of Ten Worlds!__" _Vilgax roared, rearing back his fist.

Ben closed his eyes and awaited the life-ending punch, but it never came. He peaked his eyes open to see that Kevin, whose body was coated in dark green metal, had caught Vilgax's oversized fist.

"_Guess who got his old powers back.__" _Kevin smirked. He then jumped up and delivered a nasty right hook into Vilgax's face, sending him flying back and landing on his stomach.

"Nice shot!" Natsu grinned.

"Aye!" Happy chimed.

However, the green-skinned gladiator did not stay down for long. He grabbed onto a computer terminal and shakily pulled himself up. _"__NO! I won__'__t lose to you children! Not again!__" _he spat furiously, typing rapidly on the alien keyboard.

Without hesitation, Max aimed and fired a concentrated energy beam at Vilgax. The conqueror swiftly deployed his shield and blocked the ray. _"__Too late, Tennyson! Our course is already set.__" _He slammed his hand into the controls, causing the ruined electronics to throw off flickers of sparks and smoke.

"_What did you do?__" _Max demanded.

"_I can__'__t conquer the Earth today, but I can punish you!__" _Vilgax grinned maliciously. _"__The ship is locked on a collision course with Bellwood.__" _

"_This ship has a fusion drive!__" _Gwen said worriedly. "_When it hits-__" _

"_- the explosion will destroy our hometown! And everything else for a hundred miles.__" _Kevin concluded.

The Ultimate Team gasped in shock and horror from this information.

"No way…" stammered Lucy. "All those people…"

Natsu clenched his fists and snarled, "Man…this squid guy's really pissing me off!"

"He's willing to kill thousands just to get back at Ben?!" Erza yelled, outraged.

"_Auxiliary control.__" _Ben said calmly. _"__We can guide the ship away.__" _

"_Perhaps__…" _Vilgax then pulled out his sword, which was bathed in flames. _"__But first you__'__ll have to get by me!__" _

"_I__'__m good with that.__" _Kevin replied.

"_Me too!__" _Max agreed.

With that, Max and Kevin charged forward while Gwen lit up her hands with mana. The retired Plumber held up his high-tech gun and fired a couple energy blasts, which Vilgax easily deflected with his sword. Gwen hurled a few mana disks at Vilgax, who deployed his shield and blocked them.

Kevin lunged at the green warrior, but he slammed his golden shield into the Osmosian and sent him careening back into Max.

"Oh no! They're getting their butts kicked." Happy fretted.

"Without Ben's powers, I'm not sure they can defeat Vilgax." Erza said grimly.

"But they had to have beaten him!" Lucy argued. "I mean, wouldn't Ben and the others be dead if they hadn't?!"

"Ben never mentioned his hometown getting destroyed," Gray pointed out.

"Erza is right." Azmuth said calmly. "As they are now, Vilgax can't be stopped. But Ben is about to correct that situation."

The team looked at the toad-man, who continued to sit on Happy's head, with curious expressions. He simply turned and pointed behind him. The wizards and cat followed his gaze to see Ben taking a red gauntlet-like device from his doppelgänger, Albedo, and placing it on his left arm.

"That's the Ultimatrix." Erza stated.

Azmuth simply nodded.

"It looks bulkier than the watch Ben has now." Happy noted.

"Yes, but it has a certain feature that the original Omnitrix didn't." the manifestation responded.

"Which is?" Gray inquired.

"Hmph…" he smirked, "I'll let you figure that one out."

As soon as Ben began fiddling with the dial, the Ultimatrix's color scheme changed from red to green; his signature color. Albedo quickly made a break for it and dashed away from the scene. Ben, meanwhile, activated his new watch, selected an alien, and slapped down the dial.

The flood of emerald light caused the ensuing battle to pause.

"_Swampfire!__" _

Gwen was on the floor and was almost impaled by Vilgax's mighty sword until the bright green flash caught his attention.

"_Green eyes? Ben?__" _Gwen questioned.

"_Tennyson!__" _growled Vilgax.

"_Miss me?__" _Swampfire extended his arms and fired a dense stream of flames. Vilgax held up his sword to block them, but the force of the attack pushed him back. Swampfire sprinted forward with his fist reared back and jumped up to deliver a powerful blow into the conqueror's face. The green warrior went flying back and crashed into a terminal before falling to the floor.

Natsu and Gray both smiled widely.

"Awesome! I wanna see more!" Natsu said zealously.

"Yeah! That bastard deserves a good beating!" Gray added.

"Aye!" Happy agreed, holding up his paw.

Swampfire glanced back to Gwen and ordered, _"__You and grandpa get to the control room and turn this ship around.__" _He then turned toward Kevin. _"__I__'__m gonna need some help, Kevin. Got my back?__" _

"_We got each other__'__s.__" _Kevin responded, punching his open palm.

Swampfire reached up to his shoulders, pulled off several seed pods, and tossed them at Vilgax's feet. Suddenly, green vines sprouted from the floor and wrapped around his body. The squid-faced warrior struggled against the tendrils, but they proved to be very strong.

Kevin hopped up and sent several punches into Vilgax's face, his head whipping back after each strike. He stopped momentarily, only to see Vilgax's crimson eyes glow brighter.

"_Uh oh__" _

A couple red lasers shot out of Vilgax's eyes and into Kevin, sending him flying back. Swampfire attempted to charge the entangled warrior but was too slow to react as Vilgax fired his eye beams into the Methanosian's chest, hurling him backwards.

Vilgax directed his laser vision at the vines and promptly cut them into tiny pieces. _"__Free!__" _He exclaimed, extending his arms out.

All of a sudden, the ship began to shake and caused the group to stumble. Happy nearly lost his grip on Natsu but managed to keep him airborne to prevent him from getting motion sick. The gang looked out the window to see flames forming outside as the Earth grew bigger.

"The ship's already entering the atmosphere. There isn't much time left." Erza said.

"Oh no, all of this is so nerve-racking!" whined Lucy, yelping as she nearly lost her footing.

A few drops of sweat rolled down Natsu's face as he nervously looked at the shaking floor a few feet below. "Please, Happy…for the love of Mavis don't drop me!" he pleaded.

"I'll try not to, Natsu." Happy assured.

'_I swear__…' _Ben's subconscious groaned irritably _'__How is it that such a strong fighter like Natsu is crippled by vehicular__ transportation?__' _

An audible smack regained their attention. They turned to see Swampfire careening back into a wall. He stood back up, but Vilgax ran over and delivered a couple punches that sent him into the ceiling and then flying across the room. He smashed into a circuit panel with a loud crash, wires exposed and sparking as the Methanosian fell limp.

"BEN!" Erza exclaimed. She withdrew a sword out of reflex, despite knowing it was a memory.

"_You__'__re losing, Tennyson.__" _Vilgax remarked, watching as Ben collected his senses.

"_Maybe so, but the new rig comes with some _extras_.__" _Swampfire grinned as he slapped his hand on the Ultimatrix dial. Four spikes then popped out of the dial and another green light engulfed his body. When the flash vanished, he had now turned into…_ "__Ultimate Swampfire!__" _

Erza turned to Azmuth and said, "So that's the unique feature you mentioned that the Ultimatrix had: his Ultimate Forms."

The subconscious manifestation nodded. "Indeed, and it certainly proved to be a huge help for Ben from this moment forward."

Erza nodded in agreement. She recalled when Ben had changed into Ultimate Chromastone to teleport her and Natsu to a safe distance while he remained behind to absorb the Tower of Heaven's rampant magical energy.

Without restraint, Vilgax charged straight at Ultimate Swampfire. The hyper-evolved Methanosian remained still and when his opponent got within range, he unleashed an enormous torrent of azure flames upon Vilgax.

When the smoke settled, the green-skinned gladiator was on all fours and glaring daggers at Ben's new form.

"_What do yah say, Vilgy? Round Two?__" _He teased in a mocking tone.

Suddenly, the ship began to shake more violently. Lucy yelped and fell on her butt while the others struggled to maintain their footing. Erza glanced out the window to see that the ship was getting closer and closer to impact.

Due to the sudden shaking, Happy accidentally lost his grip on Natsu's vest. "Uh oh"

"NO!" Natsu cried with anime tears as he hit the floor. Instantaneously, his face turned green and nausea overwhelmed him.

"Sorry Natsu…" Happy apologized with a weak smile.

The Dragon Slayer merely groaned in response.

"You're pathetic, Natsu." Gray grumbled indignantly.

The ship began to shake harder and faster as it drew nearer to the surface. Lucy once again fell to the floor while Erza and Gray struggled to keep their footing. Natsu's nausea intensified as a result.

Meanwhile, Ultimate Swampfire shot a plasma ball at Vilgax, which broke off into several smaller projectiles. The explosions created a thick, cobalt cloud that temporarily subdued the conqueror as he fell limp.

Ultimate Swampfire was about to resume his attack when Gwen's voice boomed over the intercom.

"_All hands, we__'__re about to make an emergency landing! Abandon ship! Repeat, all hands abandon ship!__" _

Ben cocked a brow quizzically from Gwen's announcement. His short moment of distraction allowed Vilgax to regain his bearings and slam his fists into Ultimate Swampfire's back.

"Ugh," Natsu groaned in agony, "a moving ship AND water? Oh no…I'm losing it…"

Finally, Natsu lurched over and vomited molten lava on the floor.

"AHH! Careful with that!" Lucy screeched; jumping away from the pink-haired pyromaniac so her clothes wouldn't catch fire.

At that moment, the ship collided with the ocean with colossal force. Ultimate Swampfire, Vilgax, and Kevin were flung through the air and slammed into the opposite wall. However, the Ultimate Team remained where they stood since the events transpiring couldn't affect them directly. Natsu's motion sickness, of course, was the exception.

The Fairy Tail gang, excluding Natsu, stared out the window in distress. The ship was sinking into the dark abyss of the ocean very fast. They became even further alarmed when the bulkheads buckled and a flood of water started pouring into the vessel due to the extreme water pressure outside. The water was already ankle-deep and rising.

"Uh oh," dreaded Lucy, "this isn't good."

"We're gonna drown!" Natsu exclaimed, standing straight up in panic.

"You're not sick anymore!" cried the blonde.

"It's a miracle…" Gray muttered.

"Only Natsu's fear of drowning could overwhelm his motion sickness." Happy commented.

Azmuth sighed and rubbed his head. "Happy, could you please pick up Natsu so he doesn't get motion sick again?"

"Aye, sir!" Happy smiled as he lifted Natsu off the floor again.

"And don't drop me this time!" Natsu yelled.

A loud smack recaptured the gang's attention as Ultimate Swampfire took a hit from Vilgax and landed by Kevin. The armored teen was soon revived after being knocked out during the crash by seawater splashing in his face.

He steadily returned to his feet and turned to Ben. _"__We__'__re taking on a lot of water.__" _

Ultimate Swampfire stood back up and clenched his wooden fists. _"__Get Gwen and Grandpa and go! I__'__ll handle Vilgax.__" _

'_That man sure knows how to take charge in a situation.__' _Erza mused, remembering how he had stood up to her on Galuna Island.

"_Fire__'__s not so useful,__" _Vilgax's raspy voice spat, _"__now that we__'__re in my element!__" _

"_A sinking ship is your __'__element__'__?__" _Ultimate Swampfire said, feigning surprise. _"__That explains so much.__" _

Erza groaned and pinched her temples. "If I didn't know Ben better, I'd find this hard to believe, but unfortunately he's always like this." She commented.

"Ahem!" Azmuth cleared his throat. "I _AM _technically a part of Ben."

The scene continued to play out, the glass of the nearby viewport beginning to crack.

"_Joke while you can,__" _Vilgax snapped with a sickening smile. _"__Now you face the TRUE form of Vilgax!__" _

His eyes glowed red before he turned and fired his eyes beams at the window, instantly shattering it and causing the room to flood. Ultimate Swampfire tried to run away but was quickly tripped up by the surge of seawater. Despite all of this though, Vilgax was calm and confident.

The Fairy Tail members panicked slightly before realizing that they remained dry and could still breathe.

"Whoa…this is…" Gray trailed off, waving his hand through the water.

"SO COOL!" Natsu shouted, exhaling a torrent of flames underwater.

As the ship plunged deeper into the ocean, the light began to decrease drastically. But the Ultimate Team was still able to make out what was happening. In a dark corner of the ship, they witnessed something horrible. Vilgax's armor fell off and his body transformed into a large squid-like monster.

This was Vilgax's true form.

"FISH!" Happy cried out in ecstasy, drooling at the sight of the sea creature.

"That is no fish!" Lucy screamed in disbelief.

Erza's eyes widened as she clenched her teeth, horrified by the sight of the green squid monster. "This is Vilgax's true form?" she stuttered. "It's positively revolting and terrifying."

"And being underwater…not good for Ben." Gray grimaced.

"It gets worse." Azmuth remarked dryly.

"How can it-" Erza was cut off when Vilgax wrapped his tentacles around Ultimate Swampfire, who stared at his archenemy's new form in shock. He stuffed the evolved Methanosian into his huge, tooth-lined mouth; however, Ben had managed to tap the Ultimatrix dial a second before being eaten.

"AHHHH!" Happy screamed in terror. "THE FISH ATE BEN!"

"It's a SQUID!" Lucy screamed. "How many times do we have to explain-"

Suddenly, a bright white light exploded from the darkness, blinding everyone. When their vision returned, they found themselves standing on the ocean surface! Ahead of them was Gwen, Kevin, and Max in a pink energy half-dome being used as a raft. An enormous column of smoke and steam billowed far ahead and mushroomed into the sky.

"What happened?" Erza asked Ben's subconscious.

"The fusion core of Vilgax's ship exploded when it crashed into the bottom of the sea." Azmuth replied.

"But where's Ben? I don't see him anywhere." Gray mentioned, looking around and not seeing any signs of the shape-shifting teen.

Then, without warning, Jetray blasted out of the water and soared into the air.

"Oh…never mind." The ice wizard said.

"_Ben!__" _Max called out. _"__Over here!__" _

Jetray flew over to the trio and changed back as soon as he set foot on the mana-raft.

"_New watch is going take some getting used to.__" _Ben remarked, glancing at the Ultimatrix.

Max smiled proudly at his grandson. Ben smiled back and hugged his grandfather. Gwen hugged Ben from behind, and even Kevin joined in on the group hug.

The Ultimate Team watched the scene with smiles, thankful that despite the odds, things had worked out in the end.

After a moment, the group hug ended and Ben and Gwen looked at the onyx-haired teen with knowing smiles.

"_Uh__…" _a sheepish look crossed Kevin's face, _"__good to see yah, man.__" _

"_What happened to Vilgax?__" _Gwen asked.

"_I didn__'__t see him get out, but he__'__s survived worse.__" _Ben replied.

"_He could come back.__" _Kevin warned.

"_If he ever does, it__'__s Hero time!__"_

The scene began to fade away into inky blackness, signaling the end of the memory.

Erza let out a deep relieved sigh. "Well…I'm glad that everything turned out good in the end."

"I'll say." Lucy said with a sheepish smile. "That was one crazy memory."

"Vilgax still survived." Azmuth casually inserted.

Suddenly, the group face-faulted before they jumped back up and looked at the subconscious manifestation incredulously.

"WHAT?!" the Fairy Tail group shouted.

"Are you serious?" Lucy freaked out.

"How many exploding ships does it take to stop this guy?" Natsu said.

"Apparently not enough," Azmuth deadpanned.

All of a sudden, the blank void around the group began to warp. Within moments, the Ultimate Team was now standing in a new setting; although, 'new' may not be the correct word since they were back in the middle of Bellwood's City Park.

"Huh…?" Natsu uttered. "Hey! What's goin' on!?"

The rest of the gang glanced around in confusion.

"Yeah, why are we back here?" Gray asked.

"Could it be another memory?" Lucy wondered.

Erza shook her head and claimed, "I doubt we would see another memory in the same place twice."

"Besides, whenever we go to another memory we have to pass through those glowing spheres." Gray added.

"And usually when we fight the Entrapment's manifestations storm clouds appear around us." The scarlet-haired knight included.

The Ultimate Team turned to Azmuth, who was now standing on the ground in front of them. He glanced around at the scene with an uneasy expression.

"Oh no," he dreaded, "I'm afraid that the Entrapment is adapting to you."

The Fairy Tail group looked at the small avatar attentively.

"Adapting? You mean…the spell is learning?" Erza queried, her eyes widening in surprise.

The subconscious manifestation nodded. "Yes. It won't be long before it eventually figures out how to defeat all of you."

"Where did that come from? We ain't gonna lose!" Natsu affirmed strongly, stomping his foot for emphasis.

"We said we would save Ben and that's what we're gonna do." Gray declared.

"Aye," Happy chimed.

Erza and Lucy simply nodded in agreement with determined stares.

Azmuth, however, shook his head with a less-than-convinced look. "Your tenacity, though admirable, can only get you so far." He then turned away.

"What are you talking about?" Natsu demanded angrily. "We've done pretty good so far, haven't we?!"

"We've beaten all the constructs the Entrapment sent at us." Gray added, backing up his rival for once.

"Yes, you have." Azmuth turned back to them with a serious expression. "But if you thought Ghostfreak and the Highbreed were tough, then you're all in for a rude awakening. Ben has faced much stronger adversaries than them."

The group slightly paled at this revelation, excluding a certain fire wizard.

"Bring it on!" Natsu exclaimed, open to the challenge. "I'm always up for fighting stronger opponents."

Azmuth lowered his head and closed his eyes. _'__They have no idea. The Ghostfreak and Highbreed avatars were the least of their worries. They haven__'__t faced off against some of Ben__'__s stronger foes. I can only hope the Entrapment doesn__'__t send _him_. These wizards wouldn__'__t stand a chance against that kind of power.__' _

The avatar's eyes opened as he sensed an invasive force. "I would recommend you evacuate the general area." he suggested.

"Why?" the Dragon Slayer inquired dumbly.

The Galvan answered by looking up. They followed his gaze and were shocked by the massive fireball plummeting straight toward the park.

"Crap!" Natsu panicked.

"Well…please try and stay alive." With that, Ben's subconscious mind vanished and left the team alone to face their new challenge.

"What?!" the team shouted in unison.

The fireball smashed into the ground with tremendous force, throwing up tons of smoke and debris into the air. In contrast to the memory they had witnessed earlier, the team cried out as they were sent careening back by the explosion.

Natsu and Gray both fell on their heads hard. Happy managed to catch Lucy in mid-air while Erza skillfully collected her bearings and landed on her feet.

As the blue cat set the blonde-haired wizard back on the ground safely, she said, "Thanks for catching me, Happy."

"Ugh…" Happy groaned, "you're so heavy, Lucy! You should really go on a diet."

"SHUT UP, YAH FLEA BAG!" Lucy yelled, her temple veins throbbing madly

"Is everyone okay?" Erza asked.

The Dragon Slayer and Ice-Make wizard moaned painfully as they steadily stood up, stars and yellow tweedy birds dancing around their heads.

"Define…okay," the raven-haired teen remarked.

"I see stars" Natsu slurred incoherently.

"What was that? A meteor?" Lucy guessed.

Erza narrowed her eyes at the billowing crater that was made from the impact. "I wish." She replied. "This is much worse."

Erza's fears were answered as an intimidating figure stepped out of the blaze. To the Ultimate Team's shock and dismay, it was none other than the Conqueror of Ten Worlds and Ben's archenemy, Vilgax. The Entrapment manifestation glared at the group as its black lips sunk into a frown.

"_**Fairy Tail wizards, I**__**'**__**ve come to end your quest along with your lives.**__**" **_A sneer crossed Vilgax's face as he continued, _**"**__**Is this a bad time?**__**" **_

The reactions amongst the team were mixed. Natsu was stunned at first, but a roguish grin soon grew across his face.

"Alright!" Natsu yelled excitedly. "I was hoping I'd get the chance to fight this guy."

"WHAT?!" Lucy and Happy screamed, dumbfounded.

Erza glared at the squid-faced alien and replied, "You were hoping for a chance to fight him too, Natsu? Well, it seems you're going to get that chance."

Gray scoffed as he threw his shirt to the ground. "If Ben could beat this guy when he was ten, we'll handle him no problem." He stated confidently.

"I wouldn't be so sure, Gray." Erza countered. "Did you forget that this Vilgax nearly killed Ben on several occasions and he has the power of ten heroes flowing through him?"

Gray paled slightly when reminded of that fact.

"_**You should listen to the girl. She knows true power when she sees it.**__**" **_Vilgax boasted. His malicious grin then shifted into a frown. _**"**__**Now, are you wizards ready to die?**__**" **_

Natsu's impish smirk intensified as he ignited his right fist in flames. "You're pretty good at talking about yourself. Let's see how you handle my fist!" He crouched down and launched himself straight at Vilgax.

"Natsu, DON'T!" Erza yelled.

The pyromaniac ignored the redhead's warning as he reared back his flaming fist. **"****Fire Dragon**** Iron Fist!****" **

Vilgax didn't flinch and merely frowned at the incoming attack. When Natsu came within range, he swiftly deployed the Shield of Ziegel and rammed it into him. All the momentum the Dragon Slayer had gained was instantly lost as he was sent careening back. He would've crashed into a tree if Happy hadn't flown in and scooped him up.

"Whoa," Natsu grimaced from the blow, "thanks for the save, Happy."

"Aye, sir." Happy chirped.

"Now, let's try this again. Full speed ahead!"

"Aye," With that, the blue cat accelerated forward at top speed. Happy let go of Natsu midway and the latter ignited his body with scorching hot flames.

"**Fire Dragon**** Sword Horn!****" **roared Natsu, plummeting to Vilgax like a comet.

Vilgax smirked and began to inhale deeply. Without warning, he exhaled a powerful gust of wind upon Natsu, who was stunned to say the least. He tried forcing his way through the cyclone, but it proved too much. He and Happy cried out as they were both blown high into the sky and disappeared behind the skyscrapers.

"Natsu!" Lucy cried, worried. "Happy!"

"What the hell?!" Gray exclaimed, surprised. "I don't remember seeing him do that in Ben's fights."

"He didn't." Erza clenched her fists in vexation. "Which means there must be other abilities he has that we're not aware of."

"Great," the ice wizard groaned. "Like this wasn't bad enough already."

"_**Would anyone else like to try?**__**" **_Vilgax jeered. _**"**__**But I must warn you; unlike the other constructs you fought**__**…**__**I will not be so merciful.**__**" **_

Lucy shuddered for a moment before she regained her senses and stood strong.

"Gray, Lucy," Erza called out as she re-quipped into her Flight Armor. "We attack him together. As Natsu demonstrated, a one-on-one fight will not work on this fiend."

Gray and Lucy nodded in agreement.

"Ready…GO!" the trio charged into action.

Erza dashed forward with incredible speed and swiped her twin blades at Vilgax, but he held up his shield to block her attacks. Whenever she tried to maneuver around the shield, it simply expanded. Though she was not inflicting any damage whatsoever, she managed to keep the Vilgax construct distracted long enough for Gray to prep his attack.

"**Ice-Make: Floor!****" **He slammed his fists into the ground, causing it to instantaneously freeze over. Vilgax paused as his legs were encased in a thick layer of ice.

Lucy pulled out a golden key and yelled, **"****Open, Gate of the Maiden: Virgo!****" **

With the sound of a bell, Virgo appeared in a puff of smoke and bowed before her master. "Princess, did you wish to punish me?"

"We don't have time for this. Chain him up!" She pointed at Vilgax.

"Very well," In a flash, the pink-haired maiden disappeared into the ground.

Suddenly, two chains shot out of the earth and wrapped around the conqueror's wrists and pulled tightly. Then, rocks slabs burst forth and molded around Vilgax's already ice-covered legs.

Virgo reappeared by Lucy and bowed courteously. "Princess, I took the liberty of trapping his legs in rock to reinforce your friend's ice. Does this please you?"

"Yes," the Celestial wizard smiled, "great job!"

"Now that you're restrained," frowned Erza, "it'll be easier to do this."

The Vilgax manifestation glared daggers at the Fairy Queen through its purple, malevolent eyes.

"**Sonic Claw!****" **In a burst of speed, Erza slashed her blades at the restrained Vilgax from every direction.

The conqueror gritted his teeth not from pain, but from annoyance. When she finished her attack, she levitated in the air with her twin blades crossed in front of her, charging them up with blue energy.

"**Sonic Slash!****" **Erza rocketed forward in a flash and sliced her blades across Vilgax's chest-plate, releasing a surge of magical energy that broke him free from the ice and rock casing around his legs and hurling his body backwards.

"My turn, **Ice-Make: Ice Cannon!****" **Gray created a large ice-bazooka and fired several icy cannonballs.

The frozen projectiles struck Vilgax in the abdomen and sent him careening back further until he crashed into a big water fountain in the middle of the park. A cloud of dust was thrown up as the fountain was reduced to rubble.

The three wizards and celestial spirit trained their eyes on the dust cloud, waiting for any sign of movement.

"Did we get him?" Lucy asked hesitantly.

Not a moment later, Vilgax walked out of the dust and into view, virtually unscathed. He dusted a bit of rock off his left shoulder and glared at the wizards and celestial spirit. _**"**__**Hardly**__**"**_ he spat, answering Lucy's question.

Lucy and Gray's eyes widened from shock while Erza clenched her teeth in irritation.

"Are you kidding?!" Gray barked. "There's not a scratch on him!"

"I feared that would be the case." Erza admitted begrudgingly. "This is Ben's archenemy, after all."

"_**Yes,**__**" **_said Vilgax, _**"**__**which means defeating you will hardly be a challenge.**__**" **_

He held up his right arm and fired the Ruby Ray of Ulo straight at Gray. The onyx-haired teen's eyes widened in horror, knowing there was no way he could dodge the beam in time. Thanks to her Flight Armor's abilities, Erza reacted quickly and dashed toward Gray, picked him up, and sprinted away.

The ground exploded where Gray had been standing, throwing up a billow of dirt and smoke. Erza instantly appeared by Lucy and Virgo, startling the former. The Ice-Make wizard looked over to where he had been and paled from seeing a ten-foot deep crater, knowing he would've surely died if he had been hit by that blast.

"Thanks, Erza." He said gratefully.

"No need." smirked Erza. "Any of you would've done the same for me."

Vilgax focused his gaze on the redheaded knight and said, _**"**__**You**__**'**__**re pretty fast, girl. But are you faster than this?**__**" **_

A pair of crimson energy beams shot out of Vilgax's eyes. Erza quickly pushed Gray out of the way and dashed to the right. To her shock, the beams took a sharp angle and followed her!

'_What?!__' _Erza shouted inwardly, alarmed. _'__How is that possible?!__' _

Erza increased her speed drastically and made sharp turns around a patch of trees. However, the red beams zigzagged around or cut through the trees like a knife through butter, continuing to pursue the redhead. She glanced back to see the rays were quickly catching up to her. Knowing that she couldn't outrun them, the Fairy Queen turned her body around while still moving fast and attempted to deflect the blasts with her swords.

Shockingly, the beams broke through Erza's twin swords and struck her. A high-pitched scream tore out of Erza's throat as she was assaulted with a burning energy that filled her body with excruciating pain. She then collapsed to the ground unconscious, a little smoke wafting off of her body.

"ERZA!" Gray and Lucy panicked.

Gray's mouth gaped in shock from the zigzagging beams and the fact that Erza had been taken down. He clenched his fists and turned to Vilgax with an enraged expression.

"BASTARD!" the ice wizard yelled.

Without thinking, Gray charged straight at the behemoth. **"****Ice-Make: Cold Excalibur!****" **an extremely large icy broadsword popped out of his magic circle as he reared back and diagonally slashed across Vilgax's chest. Giant spikes of ice suddenly emerged around the manifestation in the wake of the mighty ice sword's slash.

Gray landed on his feet and focused on the mass of icy spikes. It was eerily calm for a moment until a flash of red could be seen in the ice. Suddenly, a crimson energy blast shattered the ice into tiny pieces. Vilgax stepped out with a very minor cut on his armor, but he was unfazed by the attack.

The ice wizard's expression was plastered with shocked dismay. _'__There__'__s no way.__' _He thought apprehensively. _'__That was one of my most powerful spells and it didn__'__t even faze him!__' _

Vilgax snorted, unimpressed. _**"**__**You call that a sword?**__**" **_He unsheathed the large broadsword from his back and held it up, flames coursing around the blade. _**"**_**This**_** is a sword.**__**" **_

The gladiator reared back his blade and prepared to slice Gray in half. He snapped out of his panic and was about to dive out of the way until he was suddenly pulled underground. Vilgax slashed the ground, throwing up dirt and fire into the air.

On the other side of the field, Gray popped out of the ground by Lucy with Virgo holding his shoulder. The pink-haired maiden had saved the Ice-Make wizard just in time.

"Thanks Virgo," thanked Gray. "You really saved my butt there."

"Yeah, great work, Virgo." Lucy praised.

"It was my pleasure." Virgo smiled.

A fearsome battle cry startled the trio as Vilgax charged at them like a raging bull. Virgo quickly disappeared into the earth. Without warning, a pair of chains sprouted beneath Vilgax's waist and pulled him into the ground.

Lucy and Gray stared at the ground for a moment, the tension becoming palpable. How would the celestial spirit fare against such a monster?

"You think she-"

A loud crash interrupted Lucy's thought as Virgo was sent hurling into the sky. Her maid outfit was in tatters and numerous bruises covered her body. Suddenly, a pair of red beams fired from the ground and hit the celestial spirit dead on. She disappeared in a flash, returning to the Spirit World.

"VIRGO!" Lucy cried out in horror.

Vilgax soared out of the hole and levitated in the air, staring down at the two standing wizards with a scowl.

"_**Pitiful**__**" **_Vilgax muttered.

Lucy trembled in fear while Gray glared up at the gladiator; however, inside his bones were quaking.

'_This is insane.__' _Gray mused, a sweat drops falling down his face. _'__This guy__'__s a monster; even more so than Jose.__' _

"_**I was hoping I could draw the battle out by holding back, but I can see that idea was a waste of time.**__**" **_proclaimed Vilgax. _**"**__**I**__**'**__**ll just end this now.**__**" **_

As he lifted his right arm, Gray's eyes widened in panic. "LUCY!" He quickly grabbed a hold of the blonde girl. **"****Ice-Make: Springs!****" **a pair of three-foot-long icy coils sprouted out from the soles of Gray's shoes. The exact moment Vilgax fired the Ruby Ray of Ulo, Gray crouched down with Lucy in his arms and vaulted away.

The spot where Gray and Lucy had been standing erupted into an explosion of rock and dirt. Though they had escaped the blast, the shockwave hit the two wizards hard and sent them crashing back to the ground. They rolled across the field and came to a stop, lying face down.

Gray clenched his teeth, fighting through the pain blaring through his body. He braced himself and shakily arose to his hands and knees. He glanced over to Lucy to see if she was alright. The blonde wizard groaned as she picked herself up, her clothes ripped in several places and her body sporting a few bruises from the landing. He was in no better shape than her.

"Gray…you all right…?" Lucy asked weakly.

"Ugh…yeah…" he groaned.

Vilgax descended from the air and landed back on the ground, standing about thirty yards away from the two battered Fairy Tail wizards. A wicked sneer spread across his ugly mug. _**"**__**Don**__**'**__**t feel too down. You lasted longer than I thought.**__**" **_He held up his right arm and fired another ruby ray.

Without a moment's hesitation, Gray stood up in front of his teammate and widened his stance. **"****Ice-Make: SHEILD!****" **He exclaimed, summoning a large, fan-shaped barrier in front of him.

The icy shield stood strong against the crimson beam for a short moment until it cracked and promptly shattered. Gray cried out in anguish as he was blasted off his feet. He went careening back a few meters before coming to a stop on his back, a light haze of smoke wafting off his body.

"Oh no…GRAY!" Lucy screamed in aghast.

"_**Four down,**__**" **_Vilgax turned his sights on Lucy, a vicious grin spreading across his face. _**"**__**One more to go.**__**" **_

Lucy stood petrified with wide frightful eyes. She wanted to reach for her keys, but her body would not respond. _'__He__…__he just took down our team__'__s strongest easily. W-what chance do I have?__' _she thought in despair.

A groan emanated from Erza's throat as she started to come to. She slowly opened her eyes to see a blurry image of green. When her vision refocused, Erza realized she was staring at the grass. The scarlet-haired knight then remembered the fight with the Vilgax construct and that she had been struck by those zigzagging energy beams.

Suddenly, a loud cry caught Erza's full attention. She turned to the source of the cry, only to see a red energy ray blast through Gray's ice shield and hit him.

"Gray!" Erza shouted, wide-eyed.

The Fairy Queen mustered up her strength and rose to her knees, and then returned to her feet. Her knees quaked as she tried to regain her bearings. Her expression contorted in anger and determination.

"Re-quip!" In a flash of golden-white light, Erza was now clad in her Giant Armor. A red magical circle appeared in front of her right hand as she summoned the Spear of Ha-Ja.

Erza widened her stance and reared the spear back to its acme; a yellow gem on her throwing arm glowing brighter as it gathered magical energy.

"HY-AH!" Erza threw the gold and blue spear at its maximum speed, a twin jet of flames shooting from its end like a rocket.

Vilgax unsheathed his sword and reared it over her head, preparing to bring it down on a terrified Lucy. However, the Entrapment manifestation was taken off guard when the Spear of Ha-Ja rammed into his side, sending him flying back into a patch of trees across the park.

The Celestial Spirit wizard blinked a couple times, returning to her senses. She began to tremble in anxiety when the full weight of what had just been avoided hit her. _'__I__…__I almost died__…' _

She turned to where the spear had come from and was greatly relieved to see Erza back on her feet.

"Erza!" she yelled as the redheaded knight ran over to her. "Are you alright?"

"I'm fine." Erza assured.

Lucy and Erza then turned their gaze to Gray, who was still lying on the ground unconscious. They both ran to his side with Lucy kneeling on his right and Erza standing over him. His body was bruised and there were several burns across his chest and torso. His pants were in tatters and barely holding on; not that it mattered since he eventually stripped out of them anyways.

"Gray…can you hear me?" Lucy said softly, her voice filled with concern.

The wounded ice wizard was silent for a moment until he let out a moan. His eyelids began to open as he returned to consciousness. When his sight refocused, the first thing he saw was Erza and Lucy looking down at him with worried looks.

"Ugh…" he groaned, "what'd I miss?"

"Are you okay, Gray? You look pretty banged up." Lucy said worriedly.

The onyx-haired wizard steadily sat up from the ground with Lucy lending a hand. He placed his hand against his forehead, trying to adapt to the pain filling his body.

"I'm peachy," he replied dryly.

Relieved to see that Gray was alive, she turned her gaze in the direction where Vilgax had been hurled by her spear.

"We have to retreat!" Erza declared.

Gray and Lucy looked at the redhead in shocked surprise.

"Retreat? But-"

Gray was cut off when Erza gave him a serious, bone-chilling stare that made the duo freeze. "We can't fight him like this!" She snapped. "We have to regroup with Natsu and Happy, and come up with a strategy."

Gray clenched his teeth before he sighed and relented. He knew Erza was right. Right now, they stood no chance against the powerhouse that was Vilgax. They needed a new plan of attack.

A loud yell bellowed across the park and startled the trio.

"Gray, think you can provide us some cover?" asked Erza.

The Ice-Make mage groaned and stood up. His body burned with pain but he fought through it. "Yeah," he complied.

He stepped forward and widened his stance, taking a long deep breath. He wore a strong determined expression as he came to a knee. **"****Ice-Make: Rampart!****" **A massive wall of bluish-white ice materialized in front of them.

Gray panted, feeling the strain on his body from using that powerful spell; nevertheless, he needed to provide more cover so he and his friends could escape. He concentrated on his magical abilities and placed his right fist on top of his open left palm.

"**Ice-Make: Smokescreen!****" **his magic circle appeared in front of him and shot out an enormous cloud of icy particles that completely enveloped the trio.

With a loud roar, Vilgax blasted a path through the trees and ran back to the field with the Spear of Ha-Ja in his right hand. When he spotted the huge ice wall in front of him, he snarled and snapped the weapon in two and threw the pieces to the side. He charged forward, pulled back his fist, and slammed it into the ice wall.

Vilgax created a hole through the frozen barrier as he ran forward, only for his vision to be obscured by a thick icy mist. He inhaled deeply before exhaling a mighty gust of wind. When the icy cloud was blown away, he was surprised to see no sign of the three wizards.

He looked around carefully, his ire intensifying when he saw nothing. Vilgax let out a yell of indignation as he punched the ground, creating a shockwave that cracked the earth.

"_**Run all you want,**__**"**_ he looked up and bellowed into the sky, _**"**__**THERE IS NOWHERE YOU CAN HIDE FROM ME!**__**"**_

_To be continued_

…

**A/N: OH NO! A cliffhanger?! I bet you fine readers weren****'****t expecting that, huh? Yes, let me hear how angry you guys are about this. Just kidding****… **

**The reason I left off here is because I wanted this chapter to be different from the others in the Entrapment arc, and it would give me more time to contemplate on how the rest of the battle scene will transpire. This is obviously no walk in the park for the Ultimate Team. They****'****re up against a serious opponent with power they haven****'****t faced before.**

**I****'****m sure some of you are peeved I didn****'****t use the Vilgax from the original series, right? Well, I was previously going to, but that version only has brute strength going for him while the AF/UA version has an assortment of abilities that are not to be underestimated. In short, the AF/UA Vilgax is a much more interesting opponent for the Ultimate Team to battle rather than the original. **

**Okay, a few things I****'****d like to discuss before I sign off. **

**First, I****'****m sorry that I****'****m taking so long to update. I recently got a new job that is taking up my time and I have many others things going on that I have to do. Please forgive me. FanFiction is for fun, not a job. **

**Second, I would like to thank **_**Star Saber21**_** and **_**Vanessa Masters**_** for their help in the making of this chapter. They both gave me some good ideas and suggestions for me to use. Virtual cookie cakes topped with ice cream for both of them! **

**Third, in case some of you haven****'****t heard, Cartoon Network announced that there will be a new Ben 10 next fall. I read the article and it will be a reboot of the original series with Ben rediscovering the Omnitrix with original and new aliens. It sounds promising; however, when I saw the artwork, I became nervous. If CN treats this show like they did with Teen Titans Go, I will be extremely pissed! I may just give up on Ben 10 altogether. It****'****s still a long way from now, but let****'****s hope that they don****'****t ****"****kiddie****" ****up this show like they did with Teen Titans. **

**Lastly, I haven****'****t finished rewriting Ch1-6 yet. However, before I continue with this arc, I****'****m going to make it my goal to finish it this week. I****'****ll let all of you know when it is ready and has been posted. I would strongly recommend reading it since there is a lot of new material being added. Hell, the new word count for Ch1-6 Revised will be much higher than the original. **

**Next chapter - Entrapment, Part VI: Deeper into the Mindscape****– ****The Ultimate Team regroups and hides from Vilgax as they try and think of a new battle strategy. But what chance does a rowdy bunch of Fairy Tail wizards have against the Conqueror of Ten Worlds? **

**Well, that****'****s enough of my preening. Please leave any comments or critique in the review box. Flames will be blown away by Vilgax****'****s cyclone breath attack. **


	29. Entrapment, Pt 6: Ultimate Challenges

**Lucy: **Previously on Ult –

**Erza: **Wait!

**Lucy: **Huh? Erza?

**Erza: **I'm sorry to interrupt you Lucy, but there's something important that must be said before we continue.

**Lucy: **Um…okay

**Erza: **The author would like to offer his sincere apologies for the long wait. And we, the characters, are also sorry that you fine readers had to endure for so long without us. Please, you may hit the author for his incompetence.

**Ultimate10: **Uh…let's not

**Gray: **(_crosses arm over chest_) So, what's the excuse this time, author? Schoolwork? Job? Life problems?

**Ultimate10: **As a matter of fact those are the reasons, Gray. By the way, where're your clothes?

**Gray: **CRAP! (_panics and fumbles around for clothes)_

**Ultimate10: **_(sighs, exasperated) _Anyways…like Erza said, I'm sorry for keeping you guys waiting for over three months. I'll explain what happened later in the Author's Note at the bottom. Ben, Natsu, would you take it from here?

**Lucy: **Hang on! What about my narration line?

**Natsu: **Alright! No problem, author guy

**Ben: **It's been a while since I've been in one of these, which is pretty odd since I'm the main character in this whole story.

**Lucy: **But…ugh…never mind

**Natsu: **Hey guys! You ready for some Ultimate Fairy!?

**Ben: **Just make sure when you're reading, you turn the lights off in the room

**Natsu: **And don't sit too close to the computer/phone/tablet screen.

…

**Ultimate Fairy **

**Chapter 29: Entrapment, Part VI **

_**Ultimate Challenges**_

…

In the empty constructed scene of Bellwood, everything was quiet. The sounds of explosions and fearsome battle cries had died away into an eerie calm. Suddenly, in the middle of a street, the lid to a manhole shifted and was pushed away.

Erza, Gray, and Lucy climbed out of the hole in that order; all three wearing unpleasant looks on their faces, especially a certain blond-haired wizard.

"Ugh…" Lucy whined, "did we have to go through the sewers? I hate the sewers." She had hoped she'd never have to go through a sewer again after her first job with Natsu and Happy at Everlue's.

"It was the only way to escape Vilgax and avoid his detection." Erza replied, brushing herself off. "As unpleasant as it was…"

"Besides," Gray added, "we should be miles away from where we were fighting him by now."

"Yes," Erza's gaze shifted to them, "but I guarantee you that he'll find us; it's only a matter of time."

Gray nodded in agreement. "We need to find Natsu and Happy and see if they're okay."

"My experience with finding those two is to follow the path of destruction." Lucy noted.

Gray looked around and spotted something. "You mean like over there?" he pointed to a small, white building across the street with a large gaping hole in the wall.

The establishment was in a parking lot with sets of wooden picnic tables in close vicinity to the building. In front of the building was a big billboard sign with a giant smiling humanoid cup that was holding a smaller version of itself. "Mr. Smoothy" was emblazoned on the sign in big, red letters.

"Big hole in the wall? No doubt about it, that's Natsu's work." Lucy noted.

"This is convenient." Gray commented.

Erza stared up at the Mr. Smoothy sign in awe and wonder. "Smoothies…" she said under her breath.

Gray and Lucy looked at the redhead, confused by her blank stare.

"Uh…Erza…you're drooling…" Gray pointed out.

The Fairy Queen snapped out of her trance and noticed that there was indeed a thin line of drool at the edge of her mouth. She quickly wiped it off and resumed her strong demeanor. "I was doing no such thing." She snapped irritably. "Now enough standing around! Let's get a move on." She broke off and headed toward the building at a rather quick pace.

Lucy and Gray blinked dumbly for a short moment before they followed behind her.

The three wizards walked through the hole in the building and immediately spotted Natsu and Happy lying in the wreckage of what appeared to be a smoothie machine, similar to the one Ben had made for the guild hall, albeit it was larger. Both of them were bruised up and had swirls in their eyes.

Lucy went over to Natsu and kneeled by him. "Natsu, are you okay?" she asked, concerned.

"Ugh…feel…dizzy…" he moaned; his face turning green.

Gray walked over to him and crossed his arms over his chest. "Looks like matchstick got motion sick from being blown away." the ice-make wizard said.

Lucy then turned to Happy and noticed he was in the same condition as Natsu. "But what about Happy? Did he get motion sick too?" she wondered.

"Uh…no…" Happy slurred. "That guy's breath just smelled really bad…"

Erza's eyes suddenly widened as something horrendous caught her eye. "No…no, no, no!"

Gray and Lucy turned to the redhead with alarmed expressions.

"What is it, Erza?!" Gray asked, anxious.

"Is it Vilgax?!" Lucy squealed. "Is that monster here!?"

"No. Much worse," Erza replied, her body trembling.

Without warning, the knight rushed forward past Gray and Lucy to Natsu and Happy. The Celestial wizard and Ice-Make wizard for a second thought that she had spotted something horribly wrong with them. However, they both were completely taken aback when Erza threw Natsu and Happy to the side and fell to her knees in front of the broken smoothie machine.

"No…" she whispered, placing her hands on the smashed drink machine. She pulled her hands away, a little amount of pink liquid on her armored gauntlets. Tears began to form in her eyes. "It's ruined. Just when I thought I was finally going to a get a taste of the heavenly delight since this whole fiasco started…and it's been stolen from me!"

Lucy and Gray both turned white as they stared at the Fairy Queen utterly dumbfounded, their jaws hanging freely from their faces.

"Are you kidding me?!" Gray shouted, flabbergasted.

Lucy shook off her dumbfounded mien and looked at Erza thoughtfully. _'__She and Ben really do care about smoothies, huh? Those two are made for each other.__' _She mused.

Happy got to his feet, resting a paw against his aching forehead. "Wait…if Erza drank that smoothie, wouldn't that mean she's drinking Ben's brain?"

Lucy and Gray both turned green from that thought. "GROSS!" they exclaimed.

Instantaneously, Erza's eyes widened as she stood back up and quickly recollected herself, embarrassed by what she had done.

"Ugh…" Natsu groaned, starting to gain his bearings. As he stood up he popped his back into place. "What about drinking Ben's brain?"

"N-nothing!" Erza quickly said, her face turning a light shade of pink.

Natsu blinked in confusion from Erza's strange reaction, but shrugged it off.

"Man…you sure got your ass handed to you, dragon breath." Gray remarked.

Natsu turned and glared at the ice-make wizard. "Oh yeah, you're one to talk yah icy stripper! I bet you didn't do any better."

"How would you know, idiot? You didn't see any of it because you got blown away!" Gray retorted.

As the two opposing element-users bickered, a vein on Erza's forehead throbbed madly. She turned to Natsu and Gray with an aggravated look. "Will you two knock it off already?!" she yelled. "We have more important things to worry about!"

Lucy sweat dropped. "This coming from someone who was crying over a broken imaginary drink machine." She muttered.

Before anything else could be said, a bright flash caused everyone to pause and shield their eyes.

"Not like your previous battles, is it?" a familiar voice remarked.

The Ultimate Team opened their eyes to see Azmuth standing on a small table with a Mr. Smoothy cup that was an inch taller than him by his side.

"Hey, it's you." Happy said, surprised.

Gray stepped toward Azmuth and gave him an annoyed look. "What the hell, man! Why didn't you help us when we were getting our asses kicked out there?!"

The small manifestation brought the straw of his cup toward his mouth and sucked. After a moment, he stopped and let out a satisfied sigh.

Erza's eye twitched. _'__Why does he get to drink a smoothie?__'_she thought enviously.

"I have a limited amount of energy. There's nothing I can do in a fight against those Entrapment manifestations." Azmuth finally said. "And don't tell me, after witnessing Ben's battles with Vilgax, that you expected this fight to be a walk in the park."

Erza groaned and pinched the bridge of her nose. _'__Even his subconscious is into puns?__' _she thought.

Natsu took a step forward and held up a clenched fist. "That guy just took me off guard!" he argued. "Just wait; I'll smoke that squid-faced jerk's face right off."

Happy sighed and said, "Natsu, how many times do I have to tell you? You smoke food with smoke, not fire."

The Dragon Slayer ignored the blue cat's remark as the frustration on his face intensified. "I'll show you! I'm gonna find that bastard and punch his ugly face in!" Natsu made his way toward the opening in the wall.

"Natsu, wait!" Lucy cried.

"Don't be stupid!" Gray yelled.

Before Natsu reached the exit, Azmuth suddenly appeared on top of a table in front of him. The scowl on the manifestation's face caused Natsu to take a step back.

"ARE YOU COMPLETELY BRAIN DEAD?!" Azmuth raged.

"That's up for debate…" Gray murmured; however, he went unheard.

"Were you not paying attention to everything that is happening?!" Ben's subconscious avatar continued, still enraged, "That Vilgax manifestation just defeated you and the rest of your comrades while holding back! If you try to fight him alone like you did before, he'll wipe you out of existence!"

Natsu wanted to retort, however, he was speechless. He remembered how effortlessly that manifestation blew him and Happy away; it made him wonder, what if Vilgax used his full power on them? That thought made, even Fairy Tail's Salamander, pale in fear.

The other members of the group were quite surprised with Azmuth yelling at Natsu; especially Erza. She stared at the small Galvan pensively.

The redheaded knight had noticed that sometimes the subconscious manifestation would make comments and remarks which were similar to something Ben would say. However, the fiery anger in his eyes was a match for the same look that Ben had given Jellal during the final battle in the Tower of Heaven.

'_Subconscious or not__…__regardless, he__'__s still Ben.__' _Erza thought.

Natsu's body trembled as he lowered his head, a shadow obscuring the upper half of his face. "I…I…" he stammered.

He had no response.

Gray stared at his rival solemnly. He walked toward him and laid a hand on his shoulder, which stiffened lightly from contact. "Natsu, I understand your pride is wounded. Believe me, I know." He remembered then how easily Vilgax had beaten him and it unnerved the ice wizard to no end. "But even though that thing out there is a hollow shell, it's unlike anything we've ever faced before. Not one of us could beat it on our own."

Erza lowered her head somberly. "Even when Lucy, Gray, and I fought Vilgax together…he was still able to beat us and force us to retreat."

"That thing is a monster." Lucy stated fearfully. "How can we possibly beat it?"

A long, grave moment passed. It was then that Fairy Tail's Ultimate Team began to doubt themselves. Could they really save Ben from death when an opponent of such great power stood in their way?

Azmuth lowered himself and landed on another table, his hands behind his back. "Don't give in to despair. That's exactly what the Entrapment Spell wants." He proclaimed. "It's seen the inner strength inside every single one of you," he continued, "and it fears you because of it! That's why it sent an overwhelming opponent; it's trying to crush your spirits."

A tense moment of silence passed. The group's expressions were nigh-unreadable as they were deep in their thoughts.

Finally, Natsu stepped forward with a hardened expression and gained the others' attention. "Remember when Phantom was trying to take Lucy and we wouldn't hand her over? Or the time when Erza's old friends kidnapped her and Happy, and we risked life-and-limb to get them back? We did that because we're Fairy Tail. We're all a family." He proclaimed strongly. "We take care of one another."

"And Ben is part of our family now. I dunno about you guys, but I don't care how strong that octopus freak is! I'm not backing down no matter what! Who's with me?" Natsu asked as he held out his hand.

"Aye, sir!" Happy chimed, putting his paw on top of Natsu's hand.

Erza narrowed her eyes in determination and nodded. For a moment, her confidence had begun to waver, but now her resolve had returned. The Fairy Queen was going to give every ounce of energy she could muster to save Ben, no matter the cost.

Erza placed her hand on top of Natsu and Happy's. "Neither will I."

Gray smirked confidently and put his hand on Erza's. "There's no way I'm gonna let you two hog all the glory in taking that squid guy down."

Lucy smiled determinedly and put her hand in as well. "It's all or nothing. Let's go save our friend!"

Azmuth smiled proudly. Ben could've been marooned anywhere across the Multiverse due to the QDG's malfunction. At that moment, the subconscious mind was extremely thankful that Ben had wound up in Earthland and had found Fairy Tail.

Suddenly, the Galvan's eyes widened as an apprehensive expression crossed his face.

"Now," said Erza, "in order to defeat Vilgax, we're going to need some sort of strategy. He's obviously very powerful, but he's bound to have a weakness."

"You won't have time to strategize, I'm afraid." Azmuth inputted.

The Fairy Tail group turned to Azmuth curiously.

"Why?" Gray asked.

All of a sudden, the team was alarmed when the building started shaking, and the walls began to crack and crumble in places. Then, the roof was promptly detached from the walls and levitated into the air. The Ultimate Team looked up and was stunned to see Vilgax, who had ripped the roof right off of Mr. Smoothy's.

He let out a grunt as he tossed the roof aside and glared daggers at the Fairy Tail group.

"It's him!" Lucy squealed, terrified.

"How the hell did he find us?!" Gray got in a fighting stance, readying his magic.

"_**I possess super-hearing, you fools.**__**" **_The Vilgax manifestation said. _**"**__**Not that I needed it. Your loud, infuriating voices were easy to pick up on.**__**" **_

"Yes," Azmuth put his hands behind his back. "I was about to warn you all about that. However, now that he's here, there's not much I can do. Good luck." He disappeared in a flash.

"HEY!?" Lucy and Happy shouted, flabbergasted.

"Let him go." Erza ordered, never once taking her eyes off of Vilgax. "Our main priority is _him_."

"_**I**__**'**__**ll admit, creating that ice wall and fog was a clever way to escape me. But there**__**'**__**s nowhere left for you to hide now.**__**"**_

"Well yah know what," Natsu's body was suddenly engulfed with scorching flames as he stared at Vilgax with a furious expression, "we're not hiding from yah anymore, yah walking seafood platter! You want us?! We're right here!"

The other's expressions hardened as they prepped themselves for battle. Erza summoned a sword, an icy mist wafted off of Gray's body, and Lucy pulled out a golden key from her pouch.

Vilgax narrowed his amethyst eyes at the small group and lowered himself from the air, smoothly landing a few meters in front of them. Needless to say, the conqueror's stature was indeed intimidating, but no one would let it show outwardly.

"_**The other manifestations may have let you surrender and granted you a swift painless death. But, like the **_**real**_** Vilgax, I am not so merciful.**__**"**_The construct declared.

Erza pointed her sword at the manifestation, upholding her strong demeanor. "You may be powerful, but you're nothing more than a hollow shell. No one, especially a soulless husk like you, could ever break our spirits!"

"Yeah!" the others exclaimed in agreement.

Vilgax snarled, infuriated by the group's tenacity. _**"**__**Fine,**__**" **_he spat, _**"**__**If I can**__**'**__**t crush your spirits, I**__**'**__**ll settle with breaking your bodies instead.**__**" **_He held out his right arm and fired the Ruby Ray of Ulo.

The group dived in different directions, narrowly avoiding the powerful beam. A large hole in the center of the floor was created from the blast, throwing up a shower of concrete. Gray rolled across the ground and settled on a knee before slamming his hands on the floor.

"**Ice-Make: Ice Geyser!****" **a blue magical circle appeared under Vilgax's feet and a tower of spiked ice sprouted into the air, encasing the conqueror within.

"Everyone, outside now!" Erza commanded.

The Ultimate Team made a break for the exit and ran out into the parking lot where they could maneuver freely in the open space.

Meanwhile, inside the icy tower, Vilgax clenched his right fist and fired the Ruby Ray. While it shattered his temporary prison, it also hit the ground and destroyed what remained of Mr. Smoothy's.

Erza's eyes widened and her bottom lip quivered, horrified by the sight of the smoothie establishment exploding. When Vilgax levitated out of the smoking rubble of the building, Erza directed a dangerous glare at the manifestation.

In a flash of gold, Erza donned her Black Wing Armor. "You'll play for that, you monster!" She snarled, pointing her sword at Vilgax.

The others laughed hesitantly and sweat dropped. They still hadn't gotten used to Erza's love and conviction in smoothies.

Vilgax scoffed as his armored feet returned to the ground. _**"**__**I doubt that, girl.**__**" **_He reached back and unsheathed his massive broadsword. _**"**__**Now, which of you bugs would like to be squashed first?**__**" **_

Without hesitation, Erza jumped in the air and charged forward. She reared back her large sword, which was gathering white magical energy. **"****Moon Flash!****" **She shot a wave of silver-white energy at Vilgax, who deployed the Shield of Ziegel and blocked the attack.

"Time for me to get in on the action," Lucy declared, thrusting a golden key forward. **"****Open, Gate of the Archer: Sagittarius!****" **

With the sound of a bell, a tall man wearing a horse costume with a bow and quiver of arrows strapped to his back appeared before Lucy.

"Shoot the ugly green guy with everything you got, Sagittarius!" Lucy commanded.

"Yes, indeed, my lady" Sagittarius replied. He reached back and put multiple arrows on his bow and shot them all at Vilgax.

"Take this! **Fire Dragon ROAR!****" **Natsu leaped up and expelled a torrent of fire upon the green conqueror.

Vilgax was forced to turn his attention away from Erza and maneuver his shield up to block the incoming flames and barrage of arrows. This provided an opening for an attack. Gray rushed forward as fast as he could, an icy mist cascading around his hands.

"**Ice-Make: Battle Axe!****" **Gray swung a wave of ice at Vilgax's exposed left leg.

Vilgax snarled as he fell to a knee, more annoyed than injured by the blow.

Erza's sword gathered with bright silver magic as she molded it across the blade's edge to form a crescent moon shape. This was a new spell that she had been working on since her battle with Ben a few weeks prior.

"Here goes nothing," she mused. **"****Lunar Swipe!****" **

In an instant, Erza slashed her sword across Vilgax's right shoulder, which discharged a considerable amount of energy. The ground below him exploded upward, a cloud of dust and shattered asphalt being thrown into the air.

Erza flew back and landed with the others, keeping her eye on the ground. When the dust cleared, Vilgax was standing in a crater with a minor burn mark on the red plating of his right shoulder. He was virtually unharmed by the assault!

Erza gritted her teeth in frustration. _'__Damn__…__he__'__s not fazed in the slightest.__'_

"_**Your attacks bore me.**__**" **_Vilgax sneered. _**"**__**In fact, I feel a yawn coming on.**__**" **_

When he reared back his head and inhaled deeply, the team realized what the manifestation was about to do. Not wasting a moment, Gray ran in front of the group and widened his stance just as Vilgax exhaled a powerful gale.

"**Ice-Make: Shield!****" **

The wind hit the barrier hard enough to create cracks, but it still remained intact. Surprisingly, the icy shield stood strong against the cyclone and directed it away from the Ultimate Team.

Vilgax ceased his breath attack and scowled at the ice-shield. The Entrapment construct did not expect the ice wizard's shield to be strong enough to withstand his wind attack; nevertheless, it was nothing to be concerned about.

"Whoa, Gray, you blocked it!" Lucy said, surprised.

Natsu scoffed, unimpressed. "All he did was stop a little breeze."

A tick mark appeared on Gray's face as he got in Natsu's face. "Oh yeah, well that little breeze blew you out of the fight! So what's your excuse, lizard lips?"

"What'd you say, ice prick?!" Natsu exclaimed angrily.

Suddenly, the ice-shield shattered into pieces as Vilgax charged forward with his sword reared back. Natsu and Gray quickly jumped away as Vilgax brought his sword down on the spot where the two hotheads had been standing. The force of the strike created a crevice that expanded from the parking lot and into the street.

"Can you idiots stop arguing with each other and just fight him already?!" Lucy shouted, annoyed.

"Hey, he's the one who started it!" An icy mist then gathered in Gray's hands as widened his stance. **"****Ice-Make: Lance!****" **

Vilgax held up his sword and easily deflected the barrage of lances.

Natsu recklessly leapt at the manifestation with his flaming fist reared back, but Vilgax rammed his shield into the Dragon Slayer and sent him barreling into Gray. The duo collided with a loud thud and went rolling into to the street next to a fire hydrant.

Lucy and Happy sweat dropped while Erza pinched the bridge of her nose in irritation.

"That had to hurt." Lucy commented.

"Aye," Happy agreed.

"_**Remind me how you fools made it this far again?**__**" **_Vilgax mocked.

"Re-quip!" Erza's body was engulfed in golden-white light as she re-quipped into her Lightning Empress Armor. "Lucy, wake those idiots up. We're going to need everything we have to take down this monster."

"Right" Lucy nodded, and then turned to her spirit. "Sagittarius, back her up."

"Yes, my lady," the horse-man saluted away from her.

Lucy and Happy turned and ran to Natsu and Gray. Vilgax saw this and held up his right arm to fire the Ruby Ray of Ulo at them.

Erza reacted immediately as she positioned herself in front of the blast and widened her stance. **"****Lightning Shield!****" **She cried, ramming her spear into the ground and creating a dome-shaped barrier of blue energy. The powerful crimson beam was quickly absorbed by the shield.

Vilgax cocked a brow in moderate surprise that Erza was able to block his attack; however, he didn't have time to muse on it as he held up his golden shield to block a bombardment of arrows from Sagittarius.

"_**Pitiful,**__**" **_Vilgax remarked as his eyes glowed brighter.

Suddenly, a pair of red beams fired from his eyes and zigzagged around his shield to strike a dumbfounded Sagittarius, sending him back to the Spirit World.

With the celestial spirit disposed of, Vilgax turned his attention back to Erza, who was flying at the manifestation with an enraged expression. "You monster!" she yelled, charging the tip of her spear with bluish-white energy.

The manifestation held up his broadsword and blocked an electrical swipe from Erza's Lightning Spear. Erza slashed her energy-charged weapon at her foe relentlessly, but the conqueror skillfully blocked each attack. Vilgax went on the offense and swiped his blade at the Fairy Queen, who leaped back to avoid the hit.

Erza pointed her spear in front of her, the tip cackling with blue lightning. **"****Lightning Beam!****" **she shouted, shooting a dense beam of cobalt energy at the green behemoth.

The manifestation held up his shield and blocked the incoming lightning effortlessly. Vilgax pointed his right arm at Erza and fired his Ruby Ray. She was forced to cease her attack and use her spear to deflect the blast. Vilgax then crouched low and leapt toward a surprised Erza and slammed his shield into her body, which sent her crashing through a window in a building across the street.

The squid-faced conqueror then turned his gaze on the other members of the Ultimate Team.

Natsu and Gray were sprawled out on the street with swirls in their eyes. Lucy was kneeling by Gray and shaking him by the shoulders whilst Happy was pulling on Natsu's hair.

"You guys have to get up right now!" Lucy shrieked frantically, shaking Gray harder.

"Please, Natsu," Happy begged, "this is no time for napping!"

"Ugh…" Natsu murmured incoherently, "I'll…kick your ass, Gray…"

"…bring it on…matchstick…" Gray muttered in response.

"ARE YOU KIDDING ME?!" Lucy and Happy screeched, dumbfounded.

A fearsome roar snapped the celestial wizard and blue cat out of their musings as Vilgax charged for them, his flaming sword reared back. Lucy and Happy cried out in terror with wide, white eyes. Happy picked up Natsu while Lucy grabbed Gray as they both dived out of the way, barely avoiding the powerful swipe which struck the end of a fire hydrant instead.

When Lucy hit the ground, she immediately smelled something…unpleasant. "Is something burning…?" she asked dumbly. The blonde-haired wizard quickly noticed smoke coming from her head and looked behind her to see that her ponytail was on fire.

"AHHHHH!" Lucy screamed, running around frantically. "Someone put it out! PUT IT OUT!"

Natsu and Gray both groaned as they returned to their feet. The smell of smoke quickly caught the former's attention. He followed his nose and spotted a panicking Lucy running around with a little bit of her hair on fire.

"Hang on, Lucy!" Natsu sprinted toward her and inhaled the small flames into his mouth. He let out a satisfied sigh. "Ah…now that hit the spot!"

"Couldn't you have just put it out with that?!" Lucy yelled, pointing at the stream of water on the ground that was pouring out from the damaged fire hydrant.

Natsu grinned sheepishly. "Now that would just be a waste."

Lucy's eyes suddenly widened as she looked back at the water on the ground. "Wait…water…" she muttered. The realization struck her like lightning as she pulled out a Zodiac key from her pouch. _'__I__'__m running low on magic, but I should still have enough to summon her.__' _she thought.

Lucy placed the end of her key in the water and shouted, **"****Open, Gate of the Water Bearer: Aquarius!****"**

With the sound of a bell, a royal blue mermaid was summoned. She had a long, blue fish-tail, waist-length blue hair, and blue eyes that were devoid of pupils. She wore a dark blue bikini top over her large bust, a golden belt, golden bracelets, and a headband. A dark blue tattoo that resembled the Aquarius zodiac symbol was stamped under her collarbone. Finally, she held a blue urn with both hands.

"Oh no! Lucy summoned the mean ole fish lady." Happy fretted.

"Tch," Aquarius shot an annoyed glare at Lucy. "Now what, girl? Do you think I have nothing better to do than to be summoned every five minutes when you need help?" she demanded.

Lucy responded by timidly pointing behind her. Aquarius turned around to be met with the sight of Vilgax, making her cringe in disgust and slight fear.

"What the hell is that?" Aquarius uttered.

Vilgax narrowed his eyes at the mermaid spirit. _**"**__**Is this abomination supposed to scare me? This is bad comedy, girl.**__**" **_

Any apprehension that Aquarius had for Vilgax was instantly replaced with burning rage. "What did you call me?!" She roared. The pissed off mermaid began to gather water from the broken fire hydrant into her urn. "YOU'VE MADE ME MAD!" Once she had collected enough, she unleashed an enormous wave of water upon a surprised Vilgax that washed him down the street.

Lucy, Natsu, Gray and Happy's jaws dropped slightly in shock from the display.

"Scary…" Happy muttered with wide, white eyes.

"She's pissed." Gray noted.

Lucy's eyes widened when a sudden thought entered her head. "Hey! She didn't wash me away too this time." she commented.

Aquarius turned back to Lucy with a very displeased expression, which caused the blonde-haired wizard and the rest of the group to shudder. "As soon as I'm done with this freak, I'll deal with you, blondie." She asserted.

"Please don't!" Lucy squealed frightfully.

Meanwhile, Erza groaned as she picked herself up from the shards of broken glass on the floor. She had sustained a few cuts across her body, but it was nothing that she couldn't bear. She stepped toward the opening in the building and witnessed Vilgax get washed down the street in a large wave of water, courtesy of Aquarius.

Erza's eyes widened as an idea formulated in her head. "Everyone, stand back!" she commanded, jumping out of the building and floating in the air. **"****Lightning Cyclotron!****" **

A red magic circle appeared in front of the spear tip and multiple blue lightning bolts shot out of it and struck the soaked Vilgax. The manifestation gritted his teeth hard and groaned loudly in pain; the water he was standing and covered in only caused his body to conduct more electricity.

When the attack ceased, Vilgax fell to his left knee and panted, steam wafting off his body. He used his sword to steady himself and keep himself upright.

The Entrapment avatar lifted up his head to see the Ultimate Team lining up in front of him, preparing for another round of attacks.

He could not allow them that chance. When he had been created to kill the Ultimate Team, he had been uploaded with knowledge of the wizards' fights against the previous manifestations and the memories that Ben had of their battles together. He knew that as the fight dragged on, this rowdy group would only grow stronger.

Not that that concerned the manifestation; after all, he had been granted the form of one of the strongest beings that Ben Tennyson had ever battled. From what he knew of their abilities, there was no way they could match the power he possessed. Still, it was best not to take chances when the Entrapment was so close to accomplishing its mission.

Vilgax frowned and narrowed his purple eyes upon the group, one member specifically. He brought up his sword and sheathed it on his back.

"Don't think I'm through with you!" Aquarius raged, gathering another tidal wave around her urn.

"_**Tsk,**__**"**_ Vilgax scoffed. _**"**__**But **_**I **_**am through with you, creature.**__**"**_ A pair of crimson energy beams fired out of his eyes.

Aquarius tried to dodge the attack, but was caught off guard when the beams zigzagged toward her. She was struck hard and promptly sent back to the Spirit World; the mass of water that she had gathered fell back to the ground.

"No! Not Aquarius too!" Lucy cried, shocked.

"Dammit." Gray cursed, frozen mist gathering around his hands. "Those eye beams of his are a pain. How do we counter that?"

"Dunno, but it doesn't matter," Natsu retorted strongly, punching his open left palm. "We're still gonna kick his green butt!"

"Aye, you tell him, Natsu!" Happy cheered, flying over to him.

Vilgax saw an opportunity, crouched low and - with amazing speed - launched himself at the wizards. He snatched up Happy and landed behind the group. The Ultimate Team was caught off guard by Vilgax's surprising speed and couldn't react in time. Their eyes widened in horror when they saw Happy in Vilgax's grasp.

"HAPPY!" the wizards yelled.

Rage overcame Natsu's face as searing hot flames engulfed his arms. "LET HIM GO, YOU BASTARD!"

A sinister smirk grew across Vilgax's creepy black lips. _**"**__**Come any closer, and I**__**'**__**ll vaporize this furball.**__**" **_The manifestation threatened, his eyes already charging up with energy.

"Guys…help me…" Happy trembled frighteningly.

Natsu and Gray snarled in fury while Erza and Lucy glared indignantly at the green warrior. They wanted to attack and beat him with everything they had, but they knew they couldn't make a move with Happy being held hostage.

Erza pointed her Lightning Spear at the manifestation, a dangerous stare that would make normal opponents cower directed straight at Vilgax. "Your fight is with us, you coward! Are you so weak that you would resort to such spineless tactics!?" Erza yelled.

Vilgax snorted, unaffected by Erza's insults. _**"**__**You fools. I don**__**'**__**t need to beat you. I just need to stall you.**__**" **_His smirk grew wider, making him look creepier.

"Stall us?" Lucy repeated, confused.

"What's this guy talking about?" Gray said.

"_**The Entrapment grows stronger by the minute, and can adapt itself to any challenge it is presented**__**…**__**including all of you. I was created to either destroy or stall you long enough until our goal is accomplished, no matter what.**__**" **_Vilgax continued.

Natsu clenched his fists tightly, struggling to contain his growing rage. "You kept going on how powerful you are when we were fighting, and now you're acting like a gutless coward! Why don't you show us how powerful you really are?!"

The team turned away from Vilgax and looked at Natsu incredulously. Was he being serious? Hadn't Vilgax show them enough of his abilities?

"_**Your insults will have no effect on me.**__**" **_Vilgax retorted. _**"**__**And I believe I already proved how powerful I am when I blew you halfway across the city.**__**" **_

Despite being scared, Happy was trying to think of a way out of this mess. _'__Oh no, what do I do? What would the others do?__' _he thought. _'__Wait, what would Rath do?__' _

His eyes widened when an idea entered his little head. Summoning up his courage, Happy turned to face the monster that was Vilgax with the best fearless expression he could muster.

"Let me tell yah something fake Vilgax of the Entrapment Spell! Happy eats fish like you for breakfast, lunch, and dinner!" he pulled out a fish from his knapsack and slapped Vilgax across the face with it. "And now I'm hungry!"

The Ultimate Team paused and stared at the scene with flabbergasted expressions and multiple sweat-drops racing down their heads. None of them had expected something as ridiculous as this to happen.

Erza's eyes suddenly widened when she realized that an opportunity may have presented itself.

Vilgax briefly turned his attention away from the group and looked at Happy incredulously. _**"**__**What do you hope to accomplish with your pathetic attempts to hurt me?**__**" **_he taunted.

"Let me tell yah something fake Vilgax of the Entrapment Spell!" Happy yelled, repeatedly slapping his fish across Vilgax's face. "Happy doesn't need to hurt yah, even though he easily could, he just needs to distract yah!"

The manifestation cocked a brow in suspicion until a golden light shined out of the corner of his eyes. Without warning, Erza appeared before Vilgax clad in her Flight Armor, slashed her swords across his face, grabbed Happy and disappeared in a blur.

"_**WHAT?!**__**" **_Vilgax yelled; surprised by what had occurred.

"Natsu! Gray!" Erza shouted.

"On it!" Gray placed his right fist in his left open palm, a cold mist cascading off of him. "I got a new spell I've been working on just for you, squid face!" A bluish-white magical circle was summoned in front of him.

"**Ice-Make: Boomerangs!****" **A barrage of icy boomerangs shot out of Gray's magic circle.

"_**Boomer-what?**__**" **_Vilgax raised his arm and deployed his shield. Most of the projectiles shattered against the golden shield; however, Vilgax failed to notice that some of them had zoomed right past him and were circling back.

"_**Your attack is pathe-**__**" **_he was interrupted when multiple boomerangs struck him in the back, causing him to lower his shield and stumble forward.

Erza saw an opportunity and re-quipped into her Heaven's Wheel Armor. She swiftly summoned dozens of swords around her and a pair of twin blades in her hands. The red-haired knight rushed forward and slashed Vilgax across his face and chest while he was off guard.

When she jumped away, she chanted, **"****Heaven****'****s Wheel: Scattered Petals!****" **the cluster of swords fired directly at Vilgax. Though they shattered and did not pierce his skin or armor, the speed behind the collisions caused him to feel stinging sensations.

"Now, let's try this again!" Gray created an icy bazooka and placed it on his shoulders. _**"**_**Ice-Make: ICE CANNON!****" **He fired a large ball of ice straight at Vilgax.

Natsu jumped forward so that none of his teammates would be caught in his attack. **"****Dragon Slayer Secret Art:****" **Natsu unleashed the rage inside of him that he had suppressing ever since Vilgax threatened to kill Happy. As a result, his flames were very hot and powerful. **"****Flame Lotus,**** Exploding Flame Blade!****" **

Amazingly, the giant ice-ball and torrents of fire combined and created a flaming yet icy cannonball.

Vilgax's eyes widened from shock. He was too stunned to react as the fiery ice-ball struck him dead on. The force of the impact created an explosion that tore apart the street, throwing up asphalt and rubble. The windows of the nearby buildings shattered from the shockwave.

Vilgax was blasted backwards like a bullet, the ground tearing apart in his wake. He crashed through a few buildings, a parking garage – which all immediately collapsed from the severe damage – and finally landed in the bottom level of an office building a few blocks away.

"Whoa…" Lucy was awed at the power behind Natsu and Gray's attack.

"That was awesome!" Happy yelled excitedly.

"Now you see what you two can accomplish when you're not fighting each other." Erza said, turning to Natsu and Gray; who had ignored every word she said.

"I GOT HIM!" Natsu and Gray shouted. Then, they both looked at each other in irritation. "You got him?! I got him!" The two opposite elemental users' butted heads, both radiating their respective element. "ARE YOU COPYING ME?!"

Lucy sweat-dropped, exasperated; however, displays like this were nothing new for her. "So much for that idea."

"Aye," Happy agreed.

Erza sighed in exasperation and re-quipped into her Heart Kreuz armor to conserve magical energy. "Okay, enough you two. We need to continue our attack. That won't be enough to take him out."

"Yeah, yeah," Natsu and Gray begrudgingly agreed, putting their rivalry aside for the moment.

The group sprinted down the street in the direction where Vilgax had been sent flying; which wasn't easy to miss since he had leveled several buildings in his wake.

"Nice thinking on distracting Vilgax, Happy." Erza praised.

"Yeah," Natsu agreed with a big grin. "You made Rath proud!"

"Aye, sir!" Happy cheerfully chirped.

"How are holding up, Lucy?" Gray inquired. "You've summoned quite a few Celestial spirits in a short amount of time."

"Yeah," she nodded. "My magic is pretty low right now. I just need a moment to catch my breath before I can summon anyone else." She lowered her head shamefully. "I'm sorry I can't do more, guys."

"Don't be sorry!" Natsu countered. "You did great out there. Just catch a breather and we'll hold this loser off till you can get back in the fight."

Lucy nodded determinedly.

After running a couple blocks, they could see where Vilgax had landed. It was a twenty story office building with a giant hole in the front.

"Why wait on him to come out. Let's go kick him out!" Natsu exclaimed excitedly.

"Sounds good to me," Gray agreed.

"Be cautious. We have no idea-" Erza was cut off as the ground began to tremble. The team was confused, thinking it was an earthquake at first. They then heard the sounds of glass shattering and metal bending.

The Ultimate Team looked forward to see the office building slowly rising off the ground. Their eyes widened further when they spotted Vilgax underneath the building and its foundation, lifting the entire structure over his head!

Needless to say, expressions of shock and disbelief were plastered on the group's faces.

"There's no way…" Lucy uttered fearfully.

"You gotta be kidding me." Gray remarked, sweat beginning to drip down his face. "He's really that strong?"

Natsu had no words to say as he continued to stare at Vilgax with wide eyes and his mouth slightly agape.

Vilgax gnashed his teeth together as he held the massive weight over his head. There was a scorch mark and signs of damage on Vilgax's abdomen plating where Natsu and Gray's combined attack had struck him. A trickle of blood could be seen going down the left corner of his mouth as well.

He directed a dangerous, seething look straight at the Fairy Tail wizards. _**"**__**"Congratulations, wizards! Destroying you has moved up from annoyance to exercise.**__**" **_Vilgax stated.

"Oh yeah!" Natsu challenged as he resumed his usual attitude. "Give us your best shot, fish face!"

Lucy looked at Natsu incredulously. "Natsu, I don't think that's a-"

"_**Very well,**__**" **_replied Vilgax. _**"**__**CATCH!**__**" **_

The manifestation tossed the building high into the air before it came falling back down toward the Ultimate Team.

Erza swiftly took action and re-quipped into her Purgatory Armor. She summoned a red magic circle and a large, silver sword with black spikes jutting out from one edge to the top appeared in her right hand.

"Gray," Erza stepped forward, "I need a boost!"

The ice-make wizard blinked before realizing what Erza had in mind, and nodded. He charged up his hands with an icy mist and slammed them on the ground. **"****Ice-Make: Platform!****" **A square-shaped ice platform appeared under Erza's feet and went up like an elevator at least a hundred feet into the air.

The redheaded knight reared back her weapon to its acme and mustered every ounce of magical energy she could spare. A large shadow overtook the group as the building grew closer and closer to them, gaining speed and momentum.

Titania let out a fearsome cry and slashed her blade into the structure, releasing all the power she had gathered up. As a result, an invisible shockwave ripped through the building and, astonishingly, sliced it clean in two! The two halves of the structure were deflected away from her friends and crashed into opposite sides of the street.

Other building collapsed from the collision and a dust cloud was thrown up. A moment later, the cloud dissipated and revealed the Ultimate Team completely unharmed, with Erza standing before them. Natsu, Gray, Lucy and Happy stared at her with wide eyes and awed expressions. There was only one word that could be used to sum up what had happened.

"Whoa" the group whispered in unison. They had seen her do amazing things, but that feat of power really took the cake!

Erza groaned in discomfort as she fell to her knees and hung her head low. In a bright flash, she had re-quipped into her white blouse and blue skirt. She had used up almost all of her magical reserves on that attack, and didn't have enough left to maintain her armor.

"Erza!" Lucy yelled, running to her side and kneeling by her in concern. "Are you okay?"

"Yes," she panted heavily, "I'm fine. But I'm afraid…I used up…my magic…"

Meanwhile, Vilgax was standing still as he stared at the team in annoyance, but inside the manifestation was shocked. He turned his gaze to the two halves of the building he had thrown, which were now big piles of rubble on both sides of the street.

'_**How did she do that?**__**'**_Vilgax thought. _**'**__**I had no idea that girl was capable of such a feat on her own.**__**'**_Vilgax returned his gaze to the team and noticed that Erza was on her knees while breathing hard. A smug smirk grew across his face. _**"**__**It doesn**__**'**__**t matter though. She**__**'**__**s used up all her energy and is defenseless along with the other girl, which would leave-**__**" **_

On cue, Natsu and Gray both stepped forward with determined expressions.

"_**-those two.**__**" **_Vilgax narrowed his eyes at the fire and ice duo.

"Erza, Lucy, you both stay back and rest." Natsu ordered without looking back. "Gray and I'll handle this guy. Happy, you stay with 'em."

"Aye," he nodded.

"Hold on!" protested Lucy. "You guys aren't thinking of taking that monster on yourselves?! We can-"

"We got no choice." Gray asserted. "You're both exhausted and you'll only get in the way."

Lucy's eyes widened from the serious tone in both of their voices.

"But-" the blonde was interrupted when Erza reached up to her shoulder and laid her hand on top of Lucy's.

"They're right, Lucy." Erza conceded. "I hate to say it, but you and I are in no condition for battle. Let them handle it for now."

Erza hated sitting on the sidelines, especially during a battle of grave importance such as this one; however, at the moment, she had used up her magical energy and didn't have the strength to even re-quip. Lucy was in the same boat as she had summoned multiple Celestial spirits during a short period of time. They both would need to catch their breath before they could even think about reentering the fight.

The celestial wizard knew they were right and nodded, but she was still unhappy.

Natsu and Gray glared intensely at the green behemoth standing before them. No fighting, no insulting, and no childish antics; their rivalry had been put aside for now.

Vilgax sneered at the fire and ice wizards. _**"**__**So you plan to take me on yourselves, even though I easily dispatched both of you earlier?**__**" **_

"Fairy Tail wizards don't live in the past. We look forward to the future." Natsu stated, fire engulfing his arms.

"You may have bested us before but we're not gonna let that keep us from stopping you." Gray finished, his own icy mist cascading around him.

A short pause followed before both wizards declared with solid conviction, "We're taking you down. No matter what!"

A frown shifted onto Vilgax's face. _**"**__**Is that so? Let**__**'**__**s see if you can back up your words.**__**" **_Vilgax kept his sword sheathed on his back and clenched his fists tightly.

The Ice-Make wizard and Fire Dragon Slayer widened their stances and prepared to engage. The three combatants stared each other down; the tension building in the air could be cut with a knife. Lucy and Happy watched in concern while Erza keenly observed what was about to transpire.

Natsu and Gray made the first move as they charged forward. Vilgax brought up his right arm and fired the Ruby Ray; however, the two wizards split up and dodged the beam.

"**Ice-Make: Smokescreen!****" **an enormous cloud of icy particles shot out of Gray's magical circle and enveloped the battlefield.

Vilgax snorted in annoyance. _**"**__**This trick again?**__**" **_He reared back his head and prepared to use his cyclone breath, but was interrupted when a flaming fist struck the side of his face. The Entrapment manifestation stumbled to the side a few steps before recovering.

He swiveled his head around to look for his opponents, but couldn't see anything past the icy fog. A familiar yell filled his super-sensitive ears as another fiery punch struck the other side of Vilgax's face. The manifestation regained his footing and snapped his head up, his teeth clenched in frustration.

"_**Why you**__**…"**_

"**Ice-Make: Fist!****" **

Suddenly, a giant icy fist erupted from the ground and struck the middle of Vilgax's back, catching him completely off guard. The conqueror staggered forward and Natsu raced through the fog straight toward him. Natsu channeled his flames from the bottom of his feet to propel himself forward.

"**Fire Dragon**** Iron Fist!****" **He landed a direct blow into Vilgax's chin, causing the manifestation's head to whip back and send him careening back down the street.

The icy cloud that Gray had created was dissipating, allowing Erza, Lucy and Happy to see what had happened.

"Wow! Look at 'em go!" Happy exclaimed cheerfully.

"They…they have him on the ropes." Lucy said, stunned.

Erza nodded. "Yes. Good thinking on Gray's part to make that smokescreen and for Natsu to keep Vilgax off balance."

Vilgax slid backwards before coming to a halt. He turned to the source of his aggravation and scowled. Natsu blasted forward with his arms raised above him and covered in bright yellow flames that took the form of dragon wings.

"**Fire Dragon Wing Attack!****" **Natsu shouted.

The green conqueror held up his left arm and deployed his golden shield, which blocked the onslaught of flames. When Natsu's feet touched the ground, he crouched low and launched himself forward with his flaming right fist cocked back. Vilgax countered by blocking his punch with his shield; however, Natsu was not deterred and pressed forward, striking relentlessly against the golden barrier.

The force behind the attacks caused Vilgax to backpedal in order to keep himself from falling back. A smug smirk spread across the manifestation's face. _**"**__**Is this all the power you can muster up? I**__**'**__**m not impressed.**__**" **_

"You haven't seen nothin' yet, yah squid-faced jerk!" the roguish Dragon Slayer barked.

Without warning, an ice-block appeared behind Vilgax's legs as he was backpedaling and caused him to trip backward. Natsu and Gray quickly sprang into action, the former gathering a ball of brilliant fire over his head while the latter created a large ice-hammer in his hands.

"**Fire Dragon**** Brilliant Flame!****" **

"**Ice-Make: Hammer!****" **

The manifestation's eyes widened as the two attacks came down upon him. An explosion ripped through the street and sent a mushroom cloud into the air. Erza and Lucy were forced to shield their faces from the raging wind whilst Happy held onto the latter's ponytail for dear life.

A moment later, the dust cleared and revealed a ten-foot-deep crater in the middle of the street. Vilgax was lying in it with a golden dome shielding his body. At the very last second, the conqueror had managed to deploy the Shield of Ziegel to protect himself from the combined fire and ice attack.

Natsu and Gray both stood at the rim of the crater, panting hard as they struggled to catch their breath.

"Dammit!" Gray cursed, pausing to take a breath. "That shield is really annoying."

"Yeah! It's starting to piss me off." Natsu remarked.

"There has to be a way we can break it somehow." The ice-make wizard pondered.

"I say we just keep punching it," the Dragon Slayer said offhandedly. "Heck, if Diamondhead's crystals can break it, I'm sure my punches will get through."

Gray was about to mock his rival for his offhanded suggestion, but paused when he allowed it to sink in. His eyes widened as an idea coalesced in his head. He was even more shocked that it was inspired by Natsu of all people.

"I hate to say it, lizard lips," Gray smirked and glanced over to the pink-haired wizard, "but you may be onto something. I got an idea."

Natsu blinked a couple times in confusion.

Vilgax stood up from the scorched, cracked ground and disabled his shield. He looked up to see Natsu and Gray standing at the rim of the crater. The green warrior snarled indignantly and unsheathed his sword.

"_**A valiant effort,**__**" **_Vilgax said, _**"**__**but pointless.**__**" **_

"Got it, flame brain?" Gray asked after whispering his plan in order to keep Vilgax from accidentally overhearing them.

"Sounds easy enough," Natsu grinned hungrily.

Vilgax let out a battle cry as he jumped straight for the fire and ice duo with his sword reared back. Natsu and Gray dived out of the way just as the blade came down where they had been standing. A shockwave tore through the street and created a maze of spider web-like cracks across the asphalt surface.

The green manifestation pulled his sword out of the ground and swiped at his opponent to the right, which in this case was Gray. The black-haired wizard managed to jump back and avoid the fatal swipe. Vilgax continued his advance and continued to swipe his sword at Gray, who was quick enough on his feet to narrowly dodge each attack.

"_**You can**__**'**__**t evade**__** me forever!**__**" **_Vilgax stated.

"Maybe not, but I don't have to." Gray claimed.

Vilgax pulled back his sword and brought it down on top of the ice wizard's head. Gray sidestepped the swipe as the sword embedded itself into the ground once more, which was what he was hoping for.

He placed his hands on the blade and exclaimed, **"****Freeze!****" **

The sword was suddenly encased in ice and it expanded along Vilgax's arm and the rest of his body, leaving only his head exposed. Vilgax gritted his teeth as he tried to break free. The ice around his torso and legs began to crack, but the ice around his left arm and sword was much thicker.

"Natsu!" Gray cried as he jumped back.

"Right!" Flames surrounded the pink-haired wizard as they grew hotter and more intense. He leapt at his opponent, rearing back his fiery fist as far as he could.

Vilgax didn't have much time to react before Natsu closed the distance, but he managed to break the ice encasing his left arm; however, his shield gauntlet was still frozen. Natsu's fist collided with the gauntlet and, for a moment, nothing happened until the fire surrounding Natsu's body increased dramatically. The Dragon Slayer let loose his strength and continuously punched the gauntlet.

The green manifestation narrowed his purple eyes and caught on to what Natsu was trying to do. _**"**__**Fool! Your pitiful flames cannot break the Shield of Ziegel**_**!****" **he gloated.

"Didn't anyone ever tell you?! Breaking things is what we Fairy Tail wizards do best!" Natsu declared. The fire covering Natsu became even hotter as the veins on his arms and forehead shown. **"Flame Lotus:**** Fire Dragon FIST!****" **

Natsu punched Vilgax's gauntlet in various places with immense speed and power. The velocity behind the onslaught of punches created an explosion that shattered the ice, sending Vilgax careening back into the wall of a building. The concrete wall dented inward from the collision but did not collapse.

The Entrapment avatar grunted as he pulled himself out of the wall. Flaring up his left arm was a sensation he thought he would never feel in this fight: pain. Vilgax lifted up his head and glared at the Fairy Tail wizards, preparing to counterattack until a cracking sound made him pause. He held up his left hand to see scorch marks from Natsu's punches littered over his gauntlet, and cracks expanding across the yellow gem in the center. For a second, the cracks stopped growing until finally the gem shattered into pieces.

Suddenly, everything went silent. Vilgax's eyes widened and his jaw dropped as he stared down at the broken gauntlet in amazed disbelief. The members of the Ultimate Team had similar expressions.

"He…he broke the shield…" Erza muttered in awe.

"But…how?" Lucy gasped, equally shocked. "I thought it was indestructible."

"Guess it couldn't hold up to Natsu's firepower." Happy chirped.

Erza sat up as her strength began to steadily return. She hummed in thought before she realized what had transpired, "Gray froze Vilgax in place to keep him from maneuvering around. His ice must've weakened the gauntlet enough for Natsu's punches to break the gem. Very clever on their part," she praised.

"Whoever knew those two could work so well together." Lucy mused. _'__If only those two could stop fighting each other all the time, then they__'__d be unstoppable.__' _

Gray took a knee and struggled to bring air back into his lungs. Using so many spells in quick succession had really sapped his stamina and magic reserves. Despite his fatigue, he looked over to his rival and smirked. "Nice work, flame brain."

"Thanks." Natsu replied, who had his hands on his knees breathing hard. He was also in a similar state of fatigue from overuse of powerful spells "Didn't do so bad yourself, snowman"

The pink-haired wizard stood up and his expression hardened as he turned his attention to the Vilgax manifestation. "Now we'll see how tough you really are without that shield to protect yah!"

Vilgax scowled. _**"**__**You think this proves anything?**__**" **_He tossed the gauntlet to the side, which dissipated in a purple lifted up his left leg and slammed it into the ground. The force created a shockwave that ripped apart the street and knocked Natsu and Gray off their feet and rolling back. _**"**__**You may have broken my shield, but I still have the powers of Vilgax at my disposal. I can keep fighting for days while you wizards can barely stand!**__**"**_

Natsu and Gray tried to get back to their feet, but a wave of weakness overtook them. They both tried harder; however, their bodies continued to protest.

Vilgax smirked smugly as he stepped toward the duo.

"Oh no! They're down!" Lucy gasped fearfully.

"Using all those powerful spells drained their magic fast." Erza clenched her fists in frustration.

"If only we had some fire, then Natsu could replenish his magical energy." Happy cried out in a worried tone.

Erza groaned in pain as she stood up from the ground, her knees were shaky but she still managed to stand upright. The blonde wizard and blue cat looked at the redhead, amazed that she was able to stand up so quickly after just using up her magic earlier.

"Erza…? I don't think you have enough strength to fight." Lucy argued.

"Maybe not," the redhead replied, "but I can't just sit here and do nothing." She closed her eyes and concentrated. A little bit of gold light flickered around the Fairy Queen's body before it was completely engulfed. She had regained enough magic to re-quip into her usual Heart Kreuz armor with a simple sword in her hand.

Vilgax paused and glanced over to Erza, Lucy, and Happy and glowered. _**"**__**On second thought, I believe I**__**'**__**ll exterminate your friends first. You two can lay there and watch helplessly.**__**" **_

Natsu and Gray's eyes widened in horror as they both tried to get up; unfortunately, their bodies refused to respond.

"No!" Natsu shouted. "Your fight's with us!"

"Leave them alone you bastard!" Gray yelled fiercely.

Vilgax ignored the fire and ice wizards and stepped toward Erza, Lucy, and Happy with an indifferent expression. Erza got in a battle stance and readied her sword while also trying to conjure more magic to re-quip. At the moment though, she did not have enough in her.

The redheaded knight knew that she was powerless to fight the monster before her, but she would not run away. She would not allow her family to be hurt.

The Fairy Queen crouched low and leapt at Vilgax; however, the manifestation effortlessly swatted her across the street. She hit the asphalt hard and rolled a few times before coming to a stop on her belly, unconscious. Her armor disappeared, leaving her in her torn blouse and skirt.

"ERZA!" Lucy and Happy cried.

Vilgax turned his sights to the Celestial wizard and blue cat, a sinister smirk adorning his ugly face.

"Lucy, can you summon another spirit?" Happy inquired in a fearful tone.

Lucy pulled out Loke's key from her pouch; however, no matter how much she tried, she couldn't muster enough magic to open the gate. "No. I don't have enough magic." Lucy dreaded.

"_**The battle is over, Fairy Tail wizards.**__**" **_Vilgax stated. _**"**__**Accept your fates and go now to your rest.**__**"**_

The conqueror raised his sword overhead, poised to strike down both the celestial wizard and cat.

"NO!" Natsu and Gray shouted in horror.

Lucy and Happy closed their eyes in anticipation of the end. Without warning, a bright flash of light appeared between them. A pair of arms encircled the blonde-haired wizard and cat, pulling them both to safety just as Vilgax's sword struck the ground.

After noticing that they were still alive, Lucy and Happy both opened their eyes and were met by the sight of their savior.

"Loke!" Lucy and Happy gasped in surprise.

The orange-haired Zodiac Spirit shot Lucy his usual charismatic smirk. "We have got to stop meeting like this, gorgeous." He joked. "A simple night-out would be a nice change."

"I…I didn't have enough magic to summon you. So how…" Lucy trailed off.

Loke let go of the blonde wizard and azure cat, setting the former on her feet whilst the latter hovered. "I saw you were in danger and opened the gate with my own power." He paused and gave his master a warm smile. "I told you I would always be there to protect you. I meant every word."

A tinge of pink appeared on Lucy's cheeks from Loke's proclamation.

"Ooh…he luuuvvss you…!" Happy teased.

"Quiet, cat!" Lucy snapped.

Loke turned and looked at the Vilgax avatar stoically. "So, this is the thing that's been giving you guys' trouble, huh?"

"Yeah." She nodded and explained, "That's the manifestation of Vilgax. He was one of the strongest opponents Ben ever faced. He's super powerful. He took us all out like we were nothing."

"Really? Well, in that case, I better not hold anything back then." He remarked, loosening his suit's cuffs.

"_**Another spirit?**__**" **_scoffed Vilgax. _**"**__**It will fall like the rest.**__**" **_

Loke narrowed his eyes at the green conqueror as golden light began to shine off of his body. "I'm not just any spirit, freak show. I'm the King of the Zodiac Spirits."

"_**King or not, you are nothing compared to me!**__**" **_Vilgax pulled his sword out of the ground and charged at Loke like an angry bull.

Loke stood still with a calm demeanor. When his opponent came within range, he moved his arms in a circular motion and fired a large blast of golden light. **"Regulus Blast!"**

Vilgax had little time to react, and without his shield, he took the full force of the attack. The manifestation was sent careening down the wrecked street. However, the green warrior was able to regain control, land on his feet, and skid back a few meters. He looked up and glared at the orange-haired spirit in annoyance.

Loke looked back with an indifferent expression. "That all yah got, squid-man? I thought you were supposed to be tough."

"_**You have no idea.**__**" **_Vilgax growled before firing his crimson eye-beams at the Lion Spirit.

"Loke! Don't let those things hit you!" Lucy cried out.

Loke leaped high into the air to avoid the beams; the ground erupted into an explosion beneath him.

'_Noted,__'_ he mused. _'__Those beams ain__'__t something to mess with.__' _

As he descended toward Vilgax, golden light shone from Loke's body. The Zodiac Spirit swiped his arm forward, sending a golden wave of light at his enemy. Vilgax reacted quickly this time and jumped back a few meters to dodge the wave of light that tore into the street. Loke landed and crouched low to launch himself forward like a missile.

The Lion Spirit sent several rounds of Regulus-empowered punches and kicks at Vilgax; nevertheless, the conqueror was able to block each attack with the broadside of his sword or his forearms. Brilliant light flared off of Loke's body after each punch and kick he threw.

Natsu and Gray continued to observe the fight from the ground; their bodies still recovering. The former managed to weakly lift his chest off the ground.

"He's not landing a single blow on that guy." Natsu said.

"Oh no." Happy worried. "He's not strong enough."

"Don't say that! Loke's the King of the Zodiac. He's got this." Lucy stated; her voice full of conviction.

Vilgax sneered as he continued to deftly block Loke's attacks. _**"**__**Don**__**'**__**t tell me this is all the so-called Zodiac King has to offer.**__**" **_He taunted.

Loke smirked confidently, confusing the green behemoth. "Not at all." He disengaged and jumped back about ten meters. He nonchalantly smoothed out the wrinkles in his suit and pushed up his shades, a glare reflecting off them. "In fact, I think it's time I start cutting loose."

His hands began to glow with light until a golden magical circle appeared in front of him. **"****Regulus Impact!****" **He chanted. Suddenly, the head of a lion comprised of a golden, fiery-orange light materialized out of the circle and shot straight at Vilgax.

The manifestation held out his sword to block the attack, but the lion went through the blade and collided with him anyway. In a flash of gold, Vilgax was sent flying back and rolling across the street and came to a stop on his front side, smoke wafting off his body.

"Whoa…" Natsu remarked with wide, enthusiastic eyes. "That was pretty cool."

"No kidding," Gray agreed with a smirk.

Lucy smiled proudly. "Great job, Loke!"

"You're the coolest spirit ever!" Happy inputted.

"Don't be celebrating just yet." Loke replied, not taking his eyes off the manifestation. "He's still not down."

The Vilgax manifestation brushed off the attack and returned to his feet. He clenched his teeth and scowled at the Lion Spirit in fuming rage.

Leo the Lion, however, was unaffected by the hateful glare. "You're a tough one, I'll give yah that. This might take a while." He commented. "Not that that bothers me. I still have a few tricks up my sleeve."

Vilgax narrowed his violent eyes at the orange-haired spirit. He then glanced down at the bracelet on his right arm, an idea entering his head. The green warrior looked back at Loke with a smug grin. _**"**__**What a coincidence**__**…**__**so do I.**__**"**_

"You hurt my beautiful master and my friends. Trust me, you're going down hard, pal." Loke claimed coldly before running straight toward Vilgax, his hands glowing with brilliant light. **"****Regulus Gatling I-****"**

Loke's incantation was cut short when Vilgax raised his right arm and fired a ruby-colored light from his bracelet. As soon as the rays touched his body, Loke collapsed to the ground as waves of utter agony washed over him.

"AHHHHH!" He cried out, unable to suppress his screams.

"LOKE!" the others shouted, horrified.

Needless to say, the others were both shocked and confused. They didn't remember seeing Vilgax use that ray like this in Ben's battles. What else was he capable of?!

Vilgax sneered at the withering Celestial spirit and walked forward, increasing the intensity of the rays affecting Loke.

The orange-haired Zodiac Spirit choked and struggled to breathe from the pain enveloping him. He clenched his fists while clamping his mouth shut to hold in his cries. This feeling…it felt like acid was being washed over every part of him!

'_What__'__s going on?!__' _Loke screamed inwardly. _'__My strength__…__my magic__…__it__'__s gone?!__" _He had tried conjuring his magic; however, he couldn't.

"_**I salute you. Few have withstood an assault from the Ruby Ray of Ulo.**__**" **_Vilgax said, now standing over the fallen Zodiac. _**"**__**I see you weren**__**'**__**t lying when you said you were King of the Zodiac.**__**" **_

Leo weakly lifted up his head and glared at the manifestation. He cringed as his body spasmed from the burning pain befalling him.

"_**Not that it makes any difference. You were never a match for me.**__**" **_Vilgax asserted.

Meanwhile, a certain scarlet knight was beginning to stir from unconsciousness. Her brown eyes slowly opened and her vision was blurry. She cringed from the pain coursing through her body as she tried to move. When her eyesight refocused, she was met with the sight of Vilgax standing over Loke and pointing a red beam of light at him that appeared to be hurting him greatly.

"Loke!" Erza cried in panic, steadily pushing herself off the ground.

Natsu continued to stare at the horrible scene. He closed his eyes and memories of what happened in the Tower of Heaven hit the Dragon Slayer like a freight train. As a result, primal rage began to build up inside of him. He lowered his head, a shadow cast over the upper-half of his face.

All of a sudden, Natsu started to steadily rise from the ground and stood up. His legs and arms were shaky, but he was still able to stand and walk forward. Gray glanced at Natsu and, needless to say, he was stunned. How the hell was he able to stand?!

"Natsu…?" He uttered, dumbfounded.

"_**I wonder**__**…**__**can Celestial**__** spirits die? Let**__**'**__**s find **__**out!**__**" **_Vilgax ceased firing the Ruby Ray and held out his sword, the blade suddenly engulfed in flames. He held the weapon overhead and prepared to bring it down on the fallen Zodiac Spirit.

"Loke, NO!" Lucy screamed, getting up and running toward her spirit's position.

"Lucy…no…get back…" Loke muttered weakly.

As the blade came down, Loke knew he couldn't avoid the strike. His body was currently too numb and weak to respond. He closed his eyes and knew he would wake up back in the Spirit World, forced to continue on while knowing that he had failed to protect Lucy and his friends.

Suddenly, a clang echoed across the street and city block. A tense moment of silence soon followed.

Loke opened his eyes and was met with quite a shock. Standing before him was Natsu with the large flaming blade caught in-between his hands! The ground beneath him had cracked from the blow but he had not been forced to his knees.

The eyes of the Ultimate Team widened in awed shock. Natsu caught the blade?! When just moments ago, he was too weak to stand!

"Natsu…" Loke muttered, amazed.

"_**Impossible!**__**" **_Vilgax yelled in alarmed disbelief. _**"**__**HOW?!**__**" **_

Natsu was silent for a moment until he looked up at Vilgax and sported an impish grin. "A guy can do anything when he's really hungry!" he quipped.

The pink-haired wizard opened his mouth and started inhaling the fire around Vilgax's sword. Instantaneously, Natsu could feel his strength and magical energy be restored.

"Just what I needed. Now, I gotta fire in my belly that's raging to get out…** Fire Dragon Roar!****"**He exhaled a torrent of flames onto Vilgax, sending him sprawling down the street once more.

The manifestation hit his back and flipped in the air before landing on his feet. He glared daggers at the Dragon Slayer and ground his teeth in fury.

"That was amazing!" Lucy gasped, grateful that he was able to save Loke in time.

"That's Natsu for yah." Happy chimed in.

Erza smiled proudly. _'__That idiot__…__he__'__s always finding ways to surprise us.__' _ She mused.

Natsu offered Loke a hand and helped the Celestial spirit to his feet. Loke was a little wobbly getting up but he steadily gained his balance and stood on his own. The bachelor's expensive-looking suit was torn in various places, showing splotches of red marks on his skin.

"That beam did a number on yah, huh?" Natsu remarked.

"Don't worry. I'll be fine." Loke responded with his head hung low. "Thanks for saving my tail there."

"Got enough in yah for another round?" the fire wizard inquired.

Loke looked up and smirked. "Why? Yah getting sleepy, Natsu?" he teased.

"Heck no! I'm fired up now!" Natsu retorted with a huge grin.

Gray pushed himself off the ground and to his knees. He wanted to help Natsu and Loke, but he didn't have enough magic in him at the moment. Maybe enough for two more spells at most.

'_Dammit!__' _he cursed. _'__I hate sitting on the sidelines like this, but I have to use what magic I have left wisely. I have to make it count.__' _

"_**You!**__**" **_Vilgax pointed his sword at a certain pink-haired mage. _**"**__**You**__**'**__**re not human! What are you?!**__**" **_

Natsu shot the manifestation a frown and replied, "I thought yah already knew? I'm a Fire Dragon Slayer from the Fairy Tail guild, and you're going down hard!"

"What he said," Loke added in a serious tone as golden light began shimmering off his body. "You're not laying another hand on our friends again."

"**Regulus Blast!****"**

"**Fire Dragon Roar!****" **

Natsu's flames and Loke's light combined to form a golden-fiery blast. Vilgax's eyes widened from the power of the attack. The manifestation swiftly jumped over the beam, which struck a building and promptly pulverized it.

Vilgax hovered in the air and stared at the fire wizard and celestial wizard in annoyance. _**"**__**You won**__**'**__**t fool me with-**__**" **_the conqueror's taunt was cut off as he was forced to bring up his sword to block a Regulus-empowered swipe from Loke.

'_**How did he move so fast?!**__**' **_Vilgax shouted inwardly.

Despite being nearly killed by the Ruby Ray of Ulo, Loke was firing on all cylinders as he threw light-coated punches and kicks at a much faster rate than he did before. Vilgax was surprised by this development, but managed to dodge or block every strike.

Suddenly, Loke leaped back and a bright golden flash flared off his body.

"_**AGH!**__**" **_Vilgax yelled, shutting his eyes from the intensity of the flash.

Erza's eyes widened. She had been watching the fight keenly, trying to deduce a strategy of defeating Vilgax. So far, the Fairy Queen was struggling to pinpoint a possible weakness to take advantage of. Now, after seeing Loke's flare move, she believed she had finally found it.

"That's it." Erza whispered, shakily rising to her feet.

Natsu crouched low and leapt toward Vilgax, covering his legs in fire. **"****Fire Dragon Talon!****" **He sent a fiery kick straight into the manifestation's chest, sending him spiraling to the ground. A dust cloud was thrown up from the impact.

"Nice move," Natsu complimented.

Loke pushed up his shades in a cool manner. "It was no biggie. Probably should've used that before he blasted me with that ray though." He noted, rubbing his head sheepishly.

When Erza got to her feet, she focused on the dust cloud thrown up from where Vilgax landed. Lucy and Happy noticed her and were confused.

"Erza? What are you doing?" Lucy asked, concerned.

"You haven't recovered yet." Happy added, also worried.

The scarlet knight, however, ignored them and kept her focus on the battle. _'__I just have to wait for it. I know this is crazy__…__but this is the only option remaining.__' _

The ground shook slightly from heavy footsteps as the imposing form of Vilgax stepped out of the dust cloud. Rage and frustration were both plastered on his face.

"_**This charade has gone on long enough. Time to end this!**__**" **_Vilgax bellowed as his eyes glowed brighter.

'_Now__'__s my chance!__' _Erza dug deep into her magical reserves and mustered up enough energy to perform a re-quip.

When the golden-white light faded, Erza was adorned in a full-body navy blue and white armor suit. The breastplate was a navy blue with a lighter blue-belt like contraption around the waist, and three spikes lining the top that gave way to a white neck brace. The shoulder pieces were sectioned with a large spike dividing each section, the middle being the largest of the three. Attached to her elbows were two large white shields, and on the back of each hand gauntlet was a blue jewel. At the bottom of her chest-plate was a two-layer white metallic skirt with small spikes hanging on the end of each layer. Her legs were covered in sectioned armor that match the rest of her outfit with blue curving spikes attacked below the knee of the greaves. To top of the attire was a large spiked headdress atop her head.

"Whoa," Lucy gapped in surprise, "I've never seen that armor before."

"That's Erza's Adamantine Armor." Happy explained. "It's her ultimate defense armor."

"Defense armor?" Lucy repeated, bemused. "What's she going to use it for?"

Erza crouched down and launched herself forward, her armor granting her the ability to fly over short distances. The exact moment Vilgax fired his eye beams, the redhead wizard appeared a mere foot in front of his face and placed the two shield attachments on her armor's gauntlets together. Doing so created a cyan blue magical circle in front of her. As a result, the crimson beams deflected off of Erza's Adamantine Barrier and back into Vilgax's eyes.

The resulting explosion sent Erza careening back until she landed on her back hard and changed back into her blouse and skirt. Vilgax, however, was stumbling back uncontrollably with his left hand covering his eyes.

"_**AAAAAGGH!**__**" **_ Vilgax roared painfully. _**"**__**MY EYES!**__**" **_

Needless to say, the wizards and celestial spirit were taken aback by what just happened.

"Whoa…she-she…." Lucy stuttered in shock.

"She blinded him." Loke grinned. "Good work, Erza. Now he'll be easier to handle."

Gray had seen enough. With a painful grunt, he returned to his feet and walked forward, bearing through the pain. Loke and Natsu - who were about to resume their attack - turned to the raven-haired teen in confusion.

"What're you doing, Gray?" Loke asked.

"I've been waiting for the chance to do this. Now I have it." Gray responded.

Before the others could question the ice wizard, he summoned an ice platform to launch him into the air. An icy mist formed along his forearms and hardened into a pair of ice blades. He twirled his body and slashed his swords across Vilgax's face.

"**Ice Blade: Seven Slice Dance!****" **he chanted.

Vilgax let out a gurgled cry of pain as he staggered back from the powerful slashes. Gray landed on a knee and the ice swords on his arms shattered, his breathing becoming rapid.

"Pft," Natsu scoffed. "You ain't getting the last word in this fight, Gray!"

A stream of fire shot out of Natsu's feet, propelling him toward Vilgax like a rocket. **"****Fire Dragon**** Sword Horn!****" **His head rammed straight into Vilgax's abdomen with a ton of force, sending the manifestation careening back across the street and crashing through a building.

In the process of getting head-butted, Vilgax had lost his grip on his sword which fell to the ground with a loud clang.

Erza sat up with a painful grunt and was breathing in much needed oxygen. Re-quipping into her Adamantine Armor had drained her quite a bit. She doubted that she would be able to re-quip again for a while. The sound of a metal clang made her look up and she spotted Vilgax's sword lying on the street ten meters in front of her.

The Fairy Queen stood up and walked over to the blade with a bit of a limp in her walk. She grabbed the sword by the hilt and effortlessly lifted it up. People who didn't know who Erza was would be surprised she could lift a weapon two times her size; however, to her friends, it was nothing out of the ordinary.

Suddenly, Vilgax ran back through the brick wall of the building he had flown into. The skin around his eyes was black and his skin was littered in slash marks. His vision had returned and the manifestation glowered at the Fairy Tail wizards with an expression promising unending agony.

Vilgax's purple eyes then fell on Erza holding his sword and examining it. A vicious growl escaped from the manifestation's throat. _**"**__**You think you can use my own weapon against me?!**__**" **_ He held up his right arm and fired the Ruby Ray at Erza.

"Erza! Look out!" Lucy cried.

"Get out of the way!" Loke shouted.

Erza, however, remained calm and closed her eyes briefly before reopening them. She pointed the giant sword forward and, remarkably, turquoise crystal spikes sprouted across the blade and completely encased it.

The redheaded knight held up the sword and blocked the crimson ray. The crystals shined with a faint red glow as they absorbed the energy blast. When the attack ceased, Vilgax's mouth dropped in shock.

"Whoa…how did she…" Loke trailed off.

"Oh, I remember now." Gray said as he stood up. "We saw Vilgax use that move on Ben before in one of his memories."

"Oh yeah," Natsu replied, recalling that particular event where Vilgax destroyed Chromastone by absorbing his power.

"Looks like Erza remembered it too." Happy mused.

'_Of course she does.__' _Lucy thought grimly. _'__I doubt she__'__ll ever forget that.__' _

"_**What?!**__**" **_Vilgax yelled. _**"**__**But how?!**__**"**_

"You've made a grave mistake." Erza stated coldly as she wore a determined expression. "There is no sword that I can't wield."

The Fairy Queen pointed the sword at Vilgax and shot a dense, crimson energy beam at him and hit the manifestation squarely in the chest. The green behemoth was sent flying for a few meters before falling flat on his back.

"Everyone! This is our chance!" Erza announced urgently.

"Alright!" Natsu punched his right palm, a hungry grin adorning his face. "Let's smoke this fish!"

"Natsu…" Happy groaned, exasperated. "Do I really have to explain that you smoke fish with smoke and not fire again?"

"I got maybe one spell left in me. Better make it count," Gray proclaimed.

"NO!" The group turned to the redhead in confusion, and she quickly explained. "This sword can absorb energy. If we put all of our magic power into it, we can take out Vilgax with one final blow."

"You sure that's gonna work?" Loke inquired skeptically.

"Yeah," Gray added, "I mean, if it doesn't, we'll be defenseless."

"I'm not entirely certain it'll work." Erza answered bluntly. "But we don't have any other options. This is our only chance."

Without hesitation, Natsu got on Erza's right side and placed his hands on the crystal blade. "Well then, count me in!"

Gray smirked as he walked over to the opposite side of Natsu and put his hands on the sword too. "Like I'm gonna let Matchstick here hog all the glory." He remarked.

Loke stood by Gray and placed his right hand on the sword. "It's worth a shot. Besides, I've been meaning to get payback on that green bastard."

"Count me in too." Lucy said, standing by Natsu and putting her hands on the crystal.

"Aye," Happy chimed as he flew in-between Natsu and Lucy and laid his paws on the sword.

The Fairy Tail wizards concentrated and mustered up the magic remaining inside them and transferred it into the blade. For a moment, nothing happened. Then, the crystal sword began to glow brightly with scarlet, white, orange, blue, and gold colors.

"Lucy, I'm not so sure it's a good idea for you to be doing this." Loke implied, concerned. "You barely have enough magic as it is."

"I don't care." Lucy asserted firmly. "I'm not just sitting on the sidelines while all my friends risk life and limb. Even if I don't have enough power, it could make all the difference!"

Loke's eyes widened from the determination and courage his master displayed. It reminded him of that fateful night that she saved him from disappearing and convinced the Celestial Spirit King to accept him back into the Spirit World.

He smiled and turned forward. "Whatever you say, gorgeous."

The Vilgax manifestation groaned as he got back to his feet. He turned to the wizards in disdain, but it quickly vanished and was replaced with shocked dismay.

"_**What?!**__**" **_he bellowed. _**"**__**What**__**'**__**s going on?!**__**"**_

"Can't yah tell?" Natsu retorted; the fiery-orange flames engulfing his body began to course into the crystalline blade. "We're taking you down!"

"We may be no match for you alone, but together…" Gray paused as the icy mist cascading off his half-naked form flowed into the sword.

"…together, we can handle anything." Erza finished. "You're not standing in our way anymore, you monster!" Scarlet-colored magical energy wafted off of the re-quipping mage's body and streamed into the blade. "Now, face the power-"

"- of Fairy Tail!" the group declared simultaneously. **"****Unison Raid!****"**

"_**NO!**__**" **_In a last ditch effort, Vilgax fired the Ruby Ray of Ulo at the team.

An enormous multi-colored beam of magical energy discharged from the sword. All of a sudden, tiny golden spheres that resembled stars started to form inside the beam and arrange themselves into patterns with yellow lines connecting them with each other. The patterns they formed were, in fact, two constellations.

The multi-colored energy of the beam gathered around the two constellations and began to form apparitions. The first took on the shape of a large lion with a great mane around its head, and the second formed the image of a powerful dragon with a serpent-like body and horns that curved backwards on its head.

These two fearsome creatures were the manifestations of Leo the Lion and Draco the Dragon.

Leo and Draco both released fearsome roars as they flew straight toward their target. The red ray that Vilgax had fired struck the Draco apparition, but proved ineffective and vanished completely.

The Entrapment manifestation was petrified and stared at the two incoming constellations in shock and horror. _**'**__**No. How can this be**__**…**__**?**__**' **_he thought in dismay.

Draco opened its massive jaws and bit down onto Vilgax's right arm. Leo struck next and sunk its teeth into his other arm. The manifestation couldn't suppress a pain-filled roar from both of his arms being bitten into by the celestial beasts.

The dragon and lion both dragged Vilgax higher into the air. When they reached high above the city, the dragon and lion apparitions disappeared; the golden balls and lines connecting them circled around Vilgax and wrapped him in a net.

Astonishingly, the spheres shone even brighter and released every bit of magical energy stored inside them. Vilgax howled in utter agony from the intense onslaught as brilliant golden light enveloped him. The explosion pushed away all the clouds and lit up the sky like the sun.

A shockwave rippled throughout the city and broke almost every piece of glass in the buildings. The team below was blown off their feet and fell on their backs painfully. The brilliant light illuminated the sky for about thirty seconds before it started to dim and finally burn out.

Silence washed over the city as the calm soon returned. The Ultimate Team groaned as they slowly got up. Their bodies were screaming in pain and exhaustion. No one spoke a word as they examined their surroundings. Everything around them was a mess. The buildings were cracked and crumbled in places while the streets were cracked and torn apart. In short, the whole city was a wreck.

"Whoa…" Natsu uttered, breaking the silence. "That…was…AWESOME!" he yelled exuberantly.

"Aye, sir." Happy agreed, jumping into the air. He was unable to summon his wings due to a lack of magic.

"It actually worked." Gray smirked, and then grimaced when he felt the pain flaring through his body.

"We did it." Lucy whispered, smiling. "We won…"

Erza, who still wielded Vilgax's large sword in her hand, smiled and nodded. "Yes."

"Man, that's one way to win a fight. That was pretty cool." Loke commented. Seeing apparitions of Draco and his own constellation form out of the Unison Raid and destroy Vilgax was one of the most amazing things he had seen in a long time.

Loke's body began to shimmer and dissipate. He turned to Lucy with a charismatic smile. "I used up all my magic. You take care, beautiful." The Zodiac Spirit disappeared and returned to the Spirit World.

"You too," Lucy said.

"So…if we won the fight…how come everything's not fading away like it normally does?" Gray pointed out.

"Aye," Happy said, "that is a good point."

Before the group could ponder any further, something fell from the sky and crashed about twenty yards in front of them. The wizards and cat shielded their eyes from the dust and debris thrown up from the impact.

"What was that?!" Lucy cried.

The wizards looked forward and, when the dust cleared, they were met with a shocking surprise. Lucy and Happy let out surprised gasps while Natsu, Gray, and Erza stared in shocked disbelief.

Vilgax laid in a shallow crater, battered and beaten. His armor was cracked and scorched in various places. His body was littered in blood, burns, and bruises. The mighty Conqueror of Ten Worlds looked worse than when Ben defeated him in the Conqueror's Challenge battle.

A pathetic grunt escaped from Vilgax's throat.

"He's still alive!?" Natsu shouted incredulously.

"How the hell is that possible?!" Gray yelled in equal disbelief.

"Wait! Look!" Happy voiced, pointing at the manifestation.

Without warning, glowing purple cracks appeared on Vilgax's arms and torso, and began to spread across his body. Small fragments of the manifestation's body broke off and dissipated in a purple mist.

Erza sighed and started to calm down. "It's okay. His body is falling apart. We don't need to worry about him anymore." She stated.

"_**Ha-ha-ha-ha,**__**" **_Vilgax chuckled weakly, making the group tense up.

"What's so funny!?" Natsu barked.

Despite the fact that he was defeated and breaking apart, Vilgax wore a superior, smug smirk. _**"**__**You**__**…**__**you are all fools.**__**" **_

"What'd you say?!" the Dragon Slayer yelled indignantly.

"Coming from the guy who's lying in a crater," Gray countered.

"_**You may have won this battle, Fairy Tail**__**…**__**but you**__**'**__**ve lost**__**…**__**the war**__**…" **_Vilgax choked out and continued to cackle madly before his body finally broke apart and faded into violet mist.

An ominous moment of silence passed as the scene around them began to fade away into an empty void. The Ultimate Team looked at each other, unsettled by Vilgax's last proclamation.

"What do you think he meant by that?" Lucy asked, puzzled.

"No clue," Gray replied, crossing his arms over his chest. "But I didn't like the sound of it."

"Nor did I," Erza agreed, feeling disconcerted.

"Ah, who cares?" Natsu dismissed nonchalantly. "We won, didn't' we?!"

"Aye, sir!" Happy chimed.

The large sword in Erza's hand dissipated and faded away into nothingness, causing her to sigh in disappointment. "That's a shame. I was really hoping I could keep that sword. It could've come in handy in the future."

"Incredible," a familiar voice commented. The group turned forward to see Azmuth standing before them with a shocked mien on his frog-like face. "You actually won."

'_These wizards__…__they never cease to amaze.__' _Ben's subconscious thought.

"Was there ever any doubt?" Natsu grinned brightly.

The entire group sweat dropped from the Dragon Slayer's comment.

"I dunno, Natsu." Happy said sheepishly. "I was kinda worried there for a while."

"That's putting it mildly." Lucy retorted.

"Flame-for-brain's just trying to act tough. He was as scared as the rest of us." Gray asserted.

"What'd you say, ice stripper?!" Natsu yelled heatedly.

"That's enough, you two." Erza ordered sternly, causing the two opposing elemental users' to back down. "Now's not the time."

"I must say I'm impressed by what you've accomplished." Azmuth admitted. "Even Ben had a hard time dealing with Vilgax, and you all came together and defeated him."

Lucy, Happy, and Erza smiled, the former rubbing the back of her head sheepishly. Natsu and Gray smirked and fist pumped, setting aside their rivalry momentarily.

"And I have good news!" Azmuth continued, keeping the group's attention on him. "There is only one more set of memories for us to go through before we finally reach the location of Ben's conscious mind."

The Ultimate Team perked up as their moods brightened considerably.

"Are you serious? That's great!" Lucy smiled, happy that they were getting very close to saving their friend.

"That's the best news I've heard all day." Natsu grinned.

"Aye," Happy agreed.

Erza let out a deep sigh of relief and smiled. "That's good. We're getting closer."

"Then I say let's get a move-on." Gray suggested. "After spending who knows how long fighting Vilgax, I'm sure we don't have much time left."

The rest of the group nodded in agreement.

"Indeed," Azmuth turned and summoned a bright greenish-white sphere in front of them. The Ultimate Team quickly walked into the memory gateway and moved onto the next step. Their long, perilous journey was nearing its final stages.

…

In the dark void, the mysterious character remained obscured in shadows and a dark cloak. The storm above him had grown stronger as purple lightning cackled throughout the sky more frequently and the roar of thunder had increased. The unknown individual, however, was focused on a white orb that floated inches off of his right open palm.

The orb projected images of the Ultimate Team's battle with the Vilgax manifestation. For the most part, it appeared that the wizards were clearly outmatched and would soon face defeat. They nearly did. But, in the end, the wizards defied the great odds against them and pulled through to defeat the mighty Conqueror of Ten Worlds. It was nothing short of astonishing!

However, it was the method that the Ultimate Team used to achieve their victory that caught the shadowy figure's attention.

"_**Remarkable,**__**" **_the shady character said, sounding impressed. _**"**__**They combined their magic and performed a Unison Raid. That**__**'**__**s quite an impressive feat.**__**" **_He swiped his finger on the orb and observed the Ultimate Team performing the Unison Raid.

When the playback ended, he hummed in thought before tossing away the orb, which dematerialized behind him.

"_**These wizards are certainly impressive. I never would**__**'**__**ve dreamed that they could overcome an opponent with the strength of Vilgax.**__**" **_the dark humanoid was silent for a moment before an ominous grin took shape on his face. _**"**__**Fortunately, I planned for this outcome. Thanks to this battle, now I know what these wizards are truly capable of.**__**"**_

Without warning, the roar of the thunder grew louder and the wind picked up, flapping the unknown character's coat around; nevertheless, he remained unfazed despite the storm. He looked up to see blackish-purple clouds swirling above. Instead of a twister being formed, bolts of purple lightning shot out the clouds and straight down in front of the humanoid.

The shadowy being was indifferent as he watched the spectacle. The amethyst lightning bolts coalesced together to form a bright energy sphere that was approximately two meters in diameter; it hovered a meter or two off of the seemingly nonexistent ground. After the energy sphere appeared, the winds began to die down and the storm's strength lessened.

An eerie moment of silence passed as the cloaked character stared stoically at the purple ball of lightning. The silence was then broken when he spoke directly to the energy sphere, _**"**__**The other manifestations have failed to stop those pesky wizards from Fairy Tail. However, their failures have been very beneficial in learning the wizards**__**' **__**strengths and weaknesses, and we are now fully aware of their upper limits.**__**" **_

"_**I see. What form would you like me to take, Master?**__**" **_a dark, raspy voice asked from the ball of lightning.

"_**I**__**'**__**ve done some more peering through our host**__**'**__**s memories. He has faced many great odds and powerful foes. But, just recently, I came across not one,**__**" **_the cloaked figure grinned manically, _**"**__**but **_**two**_** enemies whose power was so great**__**…**__**not even the mighty Ben Tennyson could defeat them.**__**" **_

He held out his hand and two glowing crimson orbs appeared above his open palm. Each of the two orbs displayed scenes of Ben's past experience against a certain villain. The red balls hovered closer to the larger, violent lightning sphere and stopped until they were mere inches away from its electrified surface.

"_**You**__**'**__**re free to choose whichever form you like; either way, those wizards will lose. Our host is clearly more powerful than any of them, and those two forms are of beings that not even **_**he**_** could defeat.**__**" **_The mastermind of the Entrapment paused and gave the amethyst sphere an acute look. _**"**__**You are guaranteed to win. Do not let them come any further.**__**" **_

"_**I will not fail like the others before me. I will crush them!**__**" **_the purple sphere exclaimed.

A glowing tendril broke off of the sphere to wrap around one of the crimson orbs and it was absorbed. As a result, the energy sphere brightened and red lightning began to crackle around the surface.

"_**Be sure that you do**_.**_" _**The cloaked figure asserted.

The amethyst-reddish sphere hovered upward and disappeared behind the storm clouds, leaving the Entrapment mastermind alone. A sinister smirk grew on his lips as he turned around to look at another smaller, glowing purple sphere behind him.

"_**It won**__**'**__**t be long now.**__**" **_He glanced down at the second red orb in his palm and stuffed it in his coat pocket. _**"**__**Just in case**__**…" **_

…

The moment the Ultimate Team stepped out of the gateway, their magical energy and injuries had been fully restored and healed respectively. The wizards and cat were not sure how this was possible; nevertheless, they were grateful. After all, the team's epic battle against the Vilgax avatar had took everything they had and nearly killed them.

The group looked around to see that they were now inside of a rocky cave and the exit was roughly twenty yards in front of them. It was clear that it was nighttime outside, but strangely, red light was flashing from outside along with the sound of energy blasts.

"Why are we in a cave?" Natsu asked, irked that they weren't witnessing another battle.

"I was 'bout to ask the same thing." Gray said, stripping out of his shirt. "And where's Ben?"

The team turned to Azmuth, who was sitting on Erza's left shoulder plate as usual. The subconscious avatar looked around with a moderately surprised expression.

"I had no idea this would be one of the memories that we would encounter." Azmuth murmured while feeling unsettled.

"Why?" Happy inquired, flying closer to the frog-like alien. "Does something important happen in this memory?"

The subconscious manifestation nodded, and replied, "You could say that, yes. In fact, outside this cave is where Ben's greatest battle ever is taking place."

The phrase 'greatest battle ever' instantly got a certain Dragon Slayer and Ice-Make wizard excited.

"Sounds like fun to me!" Natsu said excitedly. "What're we doin' standing around in this cave? Let's go check it out!" He immediately bolted for the cave exit.

"Aye, sir!" Happy agreed, flying right by him.

"No way are you gettin' there before me, dragon breath!" Gray claimed as he sprinted right beside the pink-haired wizard.

"In your dreams, frosty!" Natsu retorted.

The fire and ice wizards left a trail of dust in their wake, leaving Lucy, Erza, and Azmuth behind.

Lucy sighed, exasperated. "Those three are real pieces of work." She shook her head and refocused. "Well, I guess we better go see what's going on out there."

Erza nodded. "Yes, and I'm curious as well."

"Trust me, when you all see what's happening out there, you'll wish you could forget it." Azmuth implied grimly. "Sadly, you won't."

Lucy and Erza glanced at the subconscious avatar anxiously. They didn't like the sound of that; especially the former.

"Uh…maybe I should just stay in here then…" Lucy squeaked timidly.

"Lucy…" Erza said with a reprimanding tone, without looking back at her.

The blonde-haired wizard slumped her shoulders and relented. "Fine. I'm coming…" she muttered as she slowly walked behind the redheaded knight.

As the two female wizards approached the cave's exit, they saw that Natsu, Gray, and Happy weren't moving a muscle and were staring up at the sky in a fixed trance. They were unable to identify their facial expressions because they had their backs turned.

"What's up with them?" Lucy wondered.

When the duo finally stepped outside, they looked up in curiosity and quickly discovered why the boys were frozen. Erza and Lucy's eyes widened immediately to the size of dinner plates and fear began to tremble through their bodies.

Hovering in the night sky was a gigantic, green octopus-monster! The creature's 'face' was comprised of a large mass of tentacles and possessed no mouth. It had dark brown armor plating on its head with a three-horned crest going down the center, and two hooked projections framing its big red glowing eyes.

The Ultimate Team continued to look up at the octopus monster in apprehension. The demons Lullaby and Deliora were frightening, no doubt; however, this beast, it was in a league of its own. It appeared that it could have spawned from the nightmares of the Black Wizard Zeref himself.

"W-w-what is that." Lucy stuttered, her voice shaking.

Natsu and Gray were rendered speechless and could only gaze up at the octopus-monster with frightened expressions and sweat drops running down their faces. Erza herself was having a hard time keeping her composure as she gnashed her teeth together nervously.

"That…is Diagon the Destroyer." Azmuth answered grimly. "He's a powerful demon god from another universe."

"A Demon God?" Lucy repeated, stupefied.

"And with the title 'Destroyer', I'm guessing he's hostile." Erza presumed.

"Extremely hostile," Azmuth asserted, narrowing his eyes at the giant demon.

Gray overheard the subconscious avatar and, needless to say, he was dumbfounded. Despite its demise, Deliora – the Demon of Destruction – still haunted the ice wizard's nightmares occasionally. That monster was terrifying enough, but Ben actually faced something like this?! A Demon God!?

"You gotta be kidding me." Gray muttered, still in shock.

Currently, Diagon was shooting red lasers from his eyes at one particular individual. He was a man whom appeared to be middle-aged, with long blonde hair, a shortened blonde beard, and blue eyes. What really made him stand out was that he was clad in fancy, silver knight armor – minus the helmet. The knight amazingly deflected the energy blasts with his sword.

"Who is that?" Erza questioned, her attention focused on the blonde-haired knight; more specifically, the sword he was wielding.

"That is Sir George." Azmuth answered.

"Sir George?" Lucy parroted.

"How come we haven't seen him before now?" Natsu wondered.

"Allow me to explain," the subconscious avatar said, "A long time ago, before the real Azmuth invented the Omnitrix, he created that sword in Sir George's hands: Ascalon. It was the most powerful weapon ever forged in Ben's universe and, quite possibly, the multiverse."

The wizards and cat looked at the little alien incredulously. Was he being serious? That sword was the most powerful weapon in the universe, and maybe the multiverse?! Was it even more powerful than Ben's Omnitrix?

"Over a thousand years ago, Diagon had previously come to Earth in the form of a dragon."

"Wait! A dragon?" Natsu uttered, fascinated by this revelation.

The subconscious manifestation nodded and continued with his explanation. "Like I mentioned before, Diagon is from another dimension. He had crossed over from his world and arrived on Earth. His goal was to conquer and enslave not just Earth but the entire universe."

"That's crazy." Lucy remarked.

"Yeah," Gray agreed as he rubbed the back of his head. "I didn't think things could get any crazier after seeing those memories of Ghostfreak, the Highbreed, and Vilgax. Guess I was wrong."

Now Erza's interest was piqued as she returned her gaze to the silver sword in Sir George's hands. "So, how did Sir George get this…Ascalon?" Erza inquired curiously.

"The real Azmuth gave it to him." Ben's subconscious avatar replied. "He was left with few options at the time and George's strong willpower made him immune to Diagon's mind control and being corrupted by the sword's power. This made him a prime candidate to wield the sword." He paused and rubbed the growths on his chin in thought. "I suppose I should mention that Sir George was also immortal. He has been alive for around two thousand years."

The eyes of the wizards and cat bulged out as they once again looked at him, dumbfounded. "What?!" they shouted simultaneously.

"Oh yes, I guess I forgot to mention that earlier, but that's beside the point." He shrugged nonchalantly. "Anyways, after a long battle, George succeeded in defeating Diagon and used the sword to carve out his heart and cast him out of the universe."

"Hold on! He cut out Dragon's heart?!" Natsu yelled in shock.

"Diagon," Happy corrected.

"But shouldn't that have killed him?" Gray pondered.

Azmuth shook his head. "Diagon is a nigh-omnipotent being. It'll take more than cutting out his heart to destroy him; however, it did severely weaken his powers enough for George to banish him back to his own dimension. After that, George kept the sword impaled in Diagon's heart for centuries to keep him from reclaiming it and his full power."

Erza turned her gaze back to Ascalon. The more she learned about it, the more intrigued she became with it. _'__That sword__…__could it really possess such great power__…__?__' _she wondered.

A thought then ran across the redhead's mind as she glanced down to Azmuth. "Wait. Then how did Diagon-"

Erza was cut off as Sir George held up his sword to deflect a couple more energy blasts from Diagon. The octopus monster paused and glowered down at him.

"_No threats? No clever words? Do you tire, George the Triumphant?__" _the dark, ominous voice of Diagon taunted.

George was panting heavily and could only respond with a hard glare. Two red energy beams fired out of Diagon's eyes, which came together midway and formed a single larger beam. Sir George was slow to raise up his sword and was about to be struck until a familiar purple crystal alien flew in front of the knight.

"_Chromastone!__"_ Ben shouted as he absorbed the energy blast, causing his body to glow brightly with the colors of the rainbow. _"__Give him a break,__" _he said, pointing his thumb back at George. _"__He__'__s two thousand years old, and he__'__s been fighting ninjas all day. Of course he__'__s tired!__" _

"Ninjas?" Natsu blinked in surprise. An impish grin spread across his lips as he brought up his scarf to cover his mouth like a mask. "Ooh, why didn't we get to see some ninja action? That would've been cool."

"Aye," Happy chirped as he sneakily lifted his head over Natsu's shoulder.

"Even with the giant demon god reigning fire from the sky, you still can't take this seriously?!" Lucy snapped with wide, white eyes.

Chromastone crossed his arms in front of him and then held out his arms to release a large multi-colored blast. Diagon closed his eyes and groaned in discomfort, cringing from the force behind the attack.

"_If you got any juice left in the sword, now would be a good time to use it.__" _Chromastone suggested before turning around and firing another ultraviolet ray at the demonic entity.

Sir George took a few steps forward and swiped his sword in the air, unleashing several waves of white energy. The combined force of Chromastone's blasts and the energy of Ascalon created explosions over Diagon's face; nevertheless, no damage was inflicted on the giant beast.

Diagon merely roared in aggravation.

"They're not even scratching that thing?!" Gray shouted in disbelief.

Erza could only marvel at the battle before her in amazement and apprehension. The fact that Ben had faced off against this 'demon god' was so unreal. How did Ben possibly manage to win this battle?

"It's power…it's unreal…" Erza muttered nervously.

"Aye," Happy nodded, his voice shaking. "The fish demon is really scary."

"It's not a fish it's a…yah know what…forget it." Lucy sighed in vexation.

Chromastone ceased his attack when the multi-color glow around his purple body disappeared. _"__That__'__s it. I__'__m out!__" _

"_Maybe not!__" _Chromastone turned around to see Gwen and Kevin running to get closer to him whilst George continued shooting energy slashes at Diagon. The others noticed that she was wearing a metal helmet on her head. That was odd. _"__How much power can you absorb?__" _

"_A lot.__" _Chromastone answered before looking at his cousin curiously. _"__Wait, why?__" _

Gwen put her hands together and reared her arms back to her right, and disks of pink energy known as mana manifested around her hands. _"__I__'__m learning to improvise. Magnus Vox!__" _She pushed out her arms and fired a pink energy beam.

"_Gwen, what are you-Ugh!__" _Chromastone stopped when his body began to glow brightly as he absorbed the torrent of mana. _"__Oh.__" _Realizing that his energy reserves were completely restored, he turned around and fired an even larger ultraviolet blast.

However, Diagon was no longer cringing or showing any signs of discomfort as Chromastone and Sir George continued their attacks.

"It's not flinching anymore!" Natsu exclaimed, shocked.

"They never were hurting him to begin with unfortunately." Azmuth voiced. "Diagon was merely irritated by Ben and George's attacks."

After the Crystalsapien had used up his energy, he glanced at his hands in confusion that his blasts no longer had an effect on Diagon. This momentary distraction allowed the demon-octopus to stretch out a tentacle and smite the Omnitrix wearer. Chromastone went careening back and crashed into the ground hard, a dust cloud being thrown up around him.

Diagon shook his massive head in irritation from the countless explosions bombarding his face. _"__This shall not continue!__" _He roared.

"He looks mad." Gray remarked wryly.

Out of nowhere, dark storm clouds appeared in the sky and began to spiral. The gigantic octopus-demon hovered higher into the sky and into the eye of the storm. Crimson lighting crackled through the clouds and thunder roared across the desert land.

"Whoa," Natsu and Happy uttered.

"Such power…" Erza murmured with wide eyes.

"_What wizardry is this? Clouds cannot protect you from my wrath.__" _Sir George claimed.

"_Do not fear the clouds, George. Fear the lightning.__" _Diagon said darkly as his red eyes glowed brighter.

Suddenly, a massive bolt of crimson lightning shot down from the eye of the storm directly at the knight. Sir George held up his sword to defend himself; however, this backfired greatly as the sword merely conducted the lightning into his body. George cried out in agony as he body was assaulted by the deadly energy. It was so intense that images of his skeleton flashed through the metal of his armor.

The lightning continued to strike Sir George until a bright flash forced Gwen, Kevin, and the Ultimate Team to shield their eyes. When the flash died down, the young, blonde-haired knight that was Sir George was gone and had been replaced by an old, bald-headed man with a white beard and wrinkly skin. His armor had been replaced with boots, dark blue jeans, and a grey button-up worker's shirt.

George dropped the sword to the ground and collapsed to his hands and knees. Horrendously, his body turned grey and began to crumble away into a cloud of dust.

The Ultimate Team gasped in horror from the scene. Lucy's eyes went wide as she covered her mouth in dismay. Gray clenched his teeth in a mixture of anger and fear, and then lowered his head in reverence. Natsu was petrified and could only stare at the scene with wide eyes. Happy's body shook as a frightened expression adorned his blue face.

Erza, meanwhile, clenched her fists and her body quivered as childhood memories of her Grandpa Rob's death played through her mind. Coincidently, her Grandpa Rob and this Sir George had also shared similar fates of being reduced to dust. She turned away and tried to control her emotions.

"Oh no…" Lucy whispered.

"That poor guy," Happy said weakly.

"Man," a few beads of sweat raced down Gray's face, "talk about a horrible way to die."

"I don't get it." Natsu said, confused. "You said this guy beat that dragon-octopus thing or whatever he is a long time ago. How did he die?"

Ben's subconscious wore an impassive countenance on his frog-like face as he continued to watch the scene play out. "Diagon underestimated Sir George the first time they battled, which is why he was able to defeat him. This time, however, Diagon was ready for him and did not hold back his power. Sadly, that is why Sir George failed and met his demise." Azmuth explained.

Meanwhile, with the Alien Force, Chromastone transformed back to Ben in a flash of emerald. The teen hero let out a pained grunt as Gwen and Kevin helped him out of the shallow crater he made when he crashed.

"_It was working pretty good there for a while.__" _Ben groaned.

"_Ben,__" _Gwen said in a sad tone, lying a hand on his shoulder. _"__George didn__'__t make it.__" _

Ben clenched his fists as an expression of anger and determination adorned his face. _"__Then it__'__s up to us.__" _

"_We__'__re right here with you, Ben.__" _Kevin affirmed.

"_Always,__" _Gwen added with equal resolve.

"This is unbelievable." Lucy murmured. "How could Ben have possibly beaten something like that?"

"That's the thing." Azmuth lowered his head and closed his eyes. "We…uh…Ben, I mean…never defeated Diagon." He revealed.

This seemed to snap the team out of their shock of witnessing Sir George's death as they turned to the manifestation with dropped jaws. "WHAT?!" the group shouted.

"He never beat him?!" Natsu repeated with an incredulous expression.

"But that doesn't make any sense!" Gray argued. "If he never beat him, then how is Ben still alive?"

"There's something else that's been bothering me." Erza voiced. "If George left the sword impaled in Diagon's heart to keep him from reclaiming it, then how did he get it back?"

"Good question," Azmuth said. "The answer is-"

The subconscious manifestation was interrupted as the demon god in the sky declared, _"__Such is the fate of all who dare defy the will of Diagon.__" _

"_I__'__m skeptical__…__Master,__" _the Ultimate Team turned to find that the source of the voice was none other than Vilgax. However, once again, his appearance had taken a drastic change compared to last time. His skin was a light green with darker green stripes on his arms, torso and legs while his body was completely bare of any armor. In addition, his eyes were now purple; it reminded the wizards and cat of the Entrapment manifestations they had previously battled.

Azmuth cleared his throat. "The answer is right there."

"Vilgax?!" Lucy cried out in shock.

"Not him again," Gray groaned in frustration.

Natsu scratched his head in puzzlement. Three bubbles displaying Vilgax's original look, gladiator look, and present form appeared over his head. "He looks different…again." he noted.

"Yeah, we got that." The ice-make wizard deadpanned.

"To answer your question, Erza," Ben's subconscious said, "after Ben's last battle with Vilgax in the ocean, he survived but was severely weakened. In order to regain his strength, he manipulated a group of Diagon worshippers called the Flame Keeper's Circle into thinking he was actually Diagon. They found Ascalon and Vilgax removed it from Diagon's heart and the sword restored his strength.

"After some manipulating on Diagon's part, Vilgax cracked the seal that separated his world from Ben's and was sucked in. Once Diagon had reclaimed his heart, he regained his full power and transformed Vilgax into his Herald." Azmuth concluded.

"I only caught bits and pieces of that." Natsu grinned, rubbing his head sheepishly.

"Aye," Happy agreed, "that's a lot to take in."

"So, Vilgax was Diagon's herald and he's now betraying him." Erza summarized dryly. "That's not surprising at all."

"What I'm curious to know is what does he think he's gonna accomplish going up against a monster like that." Gray pondered.

Erza then noticed the cylindrical machine next to Vilgax, and behind it manning the controls was his servant, Pysphon. The Fairy Queen narrowed her eyes in suspicion; though she did not know the warlord like Ben did, she could tell that he was up to something. Did it revolve around that strange machine?

"_You presume yourself even capable of betraying me?__" _Diagon demanded angrily.

"_I do.__" _Vilgax replied, patting the machine by his side.

"What is he up to?" Erza murmured warily, narrowing her gaze at the conqueror.

"I know Vilgax is powerful and all, but I don't think this is a fight he can win." Natsu said, unconvinced.

"He's totally outclassed." Happy nodded.

"Have to agree with you there, flame-brain." Gray said, crossing his arms over his bare chest.

"Where are your clothes?" Lucy sweat dropped in annoyance.

Gray glanced down to see he was now in his boxers. Instead of freaking out as usual, he sighed in exasperation and closed his eyes. "Dammit…" he cursed crossly.

"_I have won a great victory today, and I'm overflowing with generosity. Beg me for forgiveness. Debase yourself before my magnificence, and I may grant you a less agonizing demise.__" _Diagon decreed darkly.

Vilgax narrowed his eyes in contempt and proclaimed, _"__Did you truly think I would allow you to conquer my universe? After I destroy you, I'm going to rule yours, as well as this one.__"_

"_No! I'm going to destroy your precious weapon, then consign you to an eternity of pain.__" _

Vilgax remained unaffected by Diagon's threat and stood nonchalantly with his arms crossed over his chest. _"__Then strike me down,__" _Vilgax challenged as the main body of the machine tilted up, _"__if you dare.__" _

Without hesitation, Diagon fired two large, scarlet energy beams at Vilgax. The Ultimate Team figured that Vilgax was about to be killed, but were taken aback when his machine suddenly absorbed the energy through a small opening in the front. As a result, three panels that circled around the barrel of the machine started to glow a bright red.

"_Fool__" _Vilgax spat.

"_I can__'__t stop!__" _Diagon cried out, distressed.

"What the-?" Gray lost his words as he stared at what was happening.

"Whoa," Natsu gaped, "what's goin' on?"

"I knew it." Erza said, gaining the others' attention. "The reason Vilgax is so confident…it's that machine!"

"Right you are," Azmuth clarified.

"But what's it doing?" Lucy asked.

"_Of course you can't.__" _Vilgax responded indifferently. "_That machine isn't a weapon. It's a Vox Peniculus.__"_

"_Under normal conditions, this machine simply absorbs power,__" _Pysphon spoke up, "_draws it into itself.__"_

"_But my substance _is_ power!__" _Diagon yelled as torrents of red energy were still being sucked out through his eyes.

"_Yes. Most regrettable for you.__" _Pysphon said impassively.

Diagon let out one final cry of anguish before he was engulfed in reddish-white light and pulled down from the sky. His body became smaller until it completely dematerialized into power and was finally absorbed into the machine.

The wizards and cat almost couldn't believe their eyes at what had just happened.

"Guess that explains what that machine was for." Gray remarked, wide-eyed.

"It was Vilgax?!" Lucy cried, with her mouth agape. "He defeated that demon god!?"

"Damn…can't say I saw that comin'." Natsu admitted.

"Aye," agreed Happy.

"Yes, as difficult as it is to believe." Azmuth responded before his expression became grim. "But it did not matter as a much greater threat arose from it."

"What do you mean?" Erza inquired, disconcerted by Azmuth's demeanor.

"_You know what to do, Psyphon.__" _said Vilgax.

Pysphon shifted the Vox Peniculus to point directly at the green warlord.

"_Psyphon, don't!__"_ Ben ran forward with Gwen and Kevin behind him. _"__With Diagon's power added to his own, Vilgax will be unstoppable!__"_

"Hold on…" Erza's voice began to shake when realization struck her like a lightning bolt. "Don't tell me he's going to-"

"_Yes.__"_ Pysphon responded blankly. _"__That was, after all, the point.__"_

He pressed a couple buttons down on the control handle, causing the machine to discharge a powerful red beam upon Vilgax. A scarlet energy dome formed around the squid-faced tyrant as another crimson ray fired from Vilgax's body and into the sky.

"_No!__" _Ben shouted in horror.

Suddenly, Vilgax's body shot up into the sky and disappeared behind the storm clouds. Thunder rumbled across the sky as a new and even greater threat was about to make its presence.

"_The Esoterica worshiped me because I look like Diagon.__" _Vilgax's voice boomed across the land. The clouds moved out of view to reveal a gigantic squid head with light green skin, black lips, red glowing teeth, and evil red eyes. This was Vilgax's new demonic form! _"__Now I am the Diagon.__"_

The Ultimate Team was rendered speechless as they stared at the scene in awed shock.

"Oh crap…" Natsu muttered, beads of sweat racing down his face. "That's not good."

"Yah think?!" Gray yelled frantically.

"T-this…isn't real, right?" Lucy murmured, afraid.

"I know it's a memory but you can't help but feel scared by what's goin' on." Happy shuddered.

"Vilgax by himself was powerful enough, but now he has the power of a god!" Erza exclaimed.

"_The universe is mine, Tennyson. You won't thwart me ever again.__" _Vilgax declared.

Ben walked over and picked up Ascalon, lowering his head in disbelief at the situation he was currently in. Gwen came over and grabbed his left arm, and then took Kevin's hand. Vilgax's red eyes shined brighter before he discharged two powerful scarlet beams at the Alien Force.

"_Eo recedentia!__" _Gwen chanted and, in a flash of pink, the trio disappeared.

At that moment, the scene became distorted and faded into darkness. The eyes of the group immediately turned to Galvan sitting on Erza's left shoulder.

"What happened?!" Natsu demanded, anxious to know how the battle ended. "I gotta know!"

"Relax, dragon breath." Gray replied calmly. "It looked like Ben's cousin teleported them away before the beams could hit them."

Azmuth nodded. "Yes. Gwen teleported them to an abandoned Plumber base in Mount Rushmore, but it was no use. With his new powers, Vilgax easily found them."

"What was Mount Rushmore again?" Natsu asked, a question mark popping over his head.

"It was that mountain with the giant heads carved into it. Remember?" Lucy answered.

Natsu hummed for a second before the memory resurfaced in his head. "Oh yeah"

"What happened after that?" Erza inquired. "How could Ben have defeated Vilgax when he was that powerful?"

"You're about to find out." the subconscious avatar answered.

The setting around the team contorted and formed a new setting. Now, they were in the confines of a metallic room with advanced computers and machinery lining the walls. The team couldn't tell that they were actually in George Washington's carved head on Mount Rushmore due to the stone face being ripped off.

Gwen and Kevin were lying on the floor unconscious amongst a few pieces of debris. The imposing form of Diagon-powered Vilgax walked through an opening in the wall. He had reverted back to his previous form with the exception of a yellowish-white light shining off his body and licking at the air like flames.

Ben turned away from his fallen teammates and glared hard at his empowered archenemy.

"_And here we are again. Me on the cusp of total victory, you__…__the last man standing, the only slim hope left in this world- this universe.__"_ Vilgax said. "_Who will it be? Diamondhead? Swampfire? One of your tiresome Ultimate Aliens? Perhaps you have yet another new transformation to spring on me.__"_

Despite the incredible odds against him, Ben remained calm and upheld a strong demeanor. _"__No transformations. Not this time.__"_ he smirked confidently. _"__But I do have one last surprise.__"_

He reached down to the floor and picked up Ascalon and held it in front of him, gripping the hilt with both hands.

"_Azmuth__'__s sword!__" _Vilgax's eyes widened as he had completely forgotten about that weapon.

"_Goes nicely with the watch, don__'__t you think?__" _Ben remarked, holding up his left arm to show off the Ultimatrix.

Vilgax grunted as he effortlessly picked up a large piece of machinery. _"__I'm going to miss these little get-togethers.__"_ He reared back and threw the object directly at the teen hero.

Ben, however, held up the sword and sliced the machinery cleanly in half.

The group's eyes went wide in amazement from seeing the sword easily cut through the object. Erza eyed the sword in Ben's hand with anticipation.

The brown-haired teen glanced at the sword with a grin. _"__This is a good sword.__"_ He commented.

"I'll say…" Erza whispered, her intrigue for Ascalon growing by the second.

Vilgax remained unintimidated. _"__I__'__m not afraid of you.__"_

"_You should be.__"_ Ben countered, and then grinned. _"__I just figured out how to use this thing.__"_

Ben held out the sword in front of him, causing a greenish-white energy to flow off of the sword and onto the brunette's body. When the flash died away, Ben was now clad in the same silver medieval knight armor that Sir George wore – only this time, he wore a knight's helmet on his head.

Needless to say, the group of wizards and cat were stunned by this new look. To Natsu, Gray, Lucy and Happy it reminded them of a certain redhead's re-quipping abilities.

"Whoa! I didn't know Ben could turn into Erza!" Natsu exclaimed in surprise before he bent over from a smack on the head by said 'redhead'.

"You idiot! That's not me!" Erza snapped.

"But it is uncanny." Gray remarked, rubbing his chin thoughtfully.

"I'll say," Lucy commented, "it's like he's a male version of her...armor and sword and all."

"_As my old friend George used to say, __'__Have at thee!__'__" _Ben yelled as he charged forward.

Vilgax growled as he held up his right hand shot a purple ball of energy, and then raised his other hand and fired another violet energy ball. Ben tensed up as he held the sword in front of him and cut through the energy spheres, which immediately dissipated soon after.

The demonic-powered warlord then raised both arms and fired one, larger purple orb. Ben reared back the sword like a baseball bat and struck the sphere, sending it flying back. Vilgax did not expect this and his eyes widened in shock before the energy ball hit him dead-on.

He grunted as he was sent crashing through the wall and back outside. After colliding with a rocky outcropping, Vilgax easily shook off the hit and stood up; his body resuming in radiating a yellowish-white glow.

The nigh-omnipotent conqueror and the wielder of Azmuth's greatest creations charged at each other; the former's eyes burning with contempt for his most hated enemy whilst the latter wore a brave, determined expression.

The Ultimate Team kept their full attention on this epic scene with worry and anticipation.

"_Somebody should have done this a long time ago.__" _Ben stated.

At that instant, as Vilgax reared back his fist, Ben swiftly leapt forward and impaled his sword into the squid creature's chest. Vilgax howled in agony as the scene was blinded with bright yellow light. Ben swiftly jumped back and watched as the squid-man fell backwards into a pile of rocks. He had reverted back to his gladiator-like appearance, armor and everything.

"_Ugggh...you...STABBED ME!"_ Vilgax gasped in shock.

"Wait...Ben stabbed him!" Natsu stared at the brunette, his jaw dropping in surprise.

"_Don't be such a baby.__" _Ben retorted as his placed the sword over his shoulder in a nonchalant manner. "_I just took Diagon__'__s power from you.__" _

"Oh, well, that explains it." Natsu said calmly.

"SO, YOU JUST GET OVER YOUR SHOCK LIKE THAT!?" Lucy exclaimed.

"Sure, he just explained why he did it, and it worked for me." Natsu explained evenly.

Erza was speechless for a long moment as she stared at Ben longingly. "Astonishing…" Suddenly, the re-quipping mage's outlook shifted as she began to shine with fangirl-like awe. "That sword…that armor…it's incredible!"

"Erza," Gray snapped his fingers in the air in front of her face. "Stay focused."

Gwen and Kevin had regained consciousness and walked through the hole in the base.

"_Kinda had us worried for a second,__"_ Kevin replied.

"_I wasn't worried.__"_ Gwen stated confidently.

"What is it with redheads being all impressed and confident with Ben?" Natsu wondered.

"Aye!" Happy chirped.

"_Then you are a fool._" Vilgax stated. "_You have the Ultimatrix, the Sword of Azmuth, and the Power of Diagon at your fingertips."_

_"Yeah, so?"_ Ben simply replied.

"I love how casual he responds to all that," Lucy commented with a sweat drop.

"_You claim to be a hero. What will you do__…__with all this power?" _Vilgax asked.

_"Turn everyone on Earth back to human, for starters.__" _Ben answered.

"_You think too small.__" _Vilgax chastised with a smirk. _"We are alike, you and I. We take the universe in our hands and mold it to our will."_

"Is that scum sucking creep actually comparing himself to Ben?" Natsu growled in agitation.

"Preposterous!" Lucy exclaimed.

"Bless you." Natsu said, causing Lucy to stumble in disbelief.

Meanwhile, the defeated Vilgax continued chiding Ben. "_You say you want peace and justice. Use your power!__"_

"She meant that what he said was crazy, yah idiot." Gray scolded the rowdy Dragon Slayer.

"Well, excuse me if I don't speak foreign languages!" Natsu barked.

Erza clenched her fists in irritation and finally had enough. "Everyone be quiet!" she shouted, earning surprised glances and making Azmuth stare at her intently.

_'So, she senses the seriousness of this situation.__'_ The subconscious manifestation thought.

"_With little more than a thought, you could wipe out ALL EVIL." _Vilgax claimed, dangling the temptation in front of Ben like a piece of cheese on a string.

_"I really could_..."

Ben's words, thou softly spoken, shook the Fairy Tail wizards to their cores.

"He's...he's not ACTUALLY considering it." Lucy uttered softly.

"No way!" Happy denied. "No one who can turn into Rath would do something so uncool!"

Erza was absolutely shocked by what was happening. _'__No. No__…__this isn__'__t real.__' _She inwardly denied. A stray thought entered Erza's mind that made her wonder. Ben never mentioned this to her or any of the others – about gaining so much power.

Erza Scarlet then remembered when she first met Ben and he was explaining his origins. He had mentioned that his world and most of the universe was in a time of peace when he had been transported to their universe.

Did Ben save the universe by…altering it?

"_Ben, what are you saying?!" _Gwen exclaimed, just as shaken as the wizards were.

_"He's saying the end of your struggles is at hand!" _Vilgax explained smugly. _"He can create whatever universe he imagines." _The green warlord narrowed his eyes at his archenemy with a sinister smile_. "Do it."_

_"Just wipe out evil..." _Ben's eyes were distant, like he was staring off into the void.

_"DO IT!" _Vilgax ordered.

"No!" Erza swiftly grabbed Azmuth off her shoulder and shook him in anger. "Tell me it's not true. Ben didn't...he didn't _really_ go through with this, did he!?"

Azmuth was silent and stared at her blankly.

"ANSWER ME!" Erza shouted, shaking in what seemed like anger but was mostly fear.

"Erza," Gray spoke softly, "it would explain things. I hate to admit it as much as you, but we don't know what Ben's world is like, or what it was like when he left it. He _could have_ used those powers to purge the world."

"NO!" Erza dropped Azmuth and covered her face at the very idea. "We know him. H-he would NEVER do that!" she inserted firmly. "It would be changing peoples' very nature; forcing them to conform to his will."

Erza paused for a moment before continuing, "You were all there at the Tower of Heaven! He wasn't going to stand by and let Jellal resurrect Zeref and keep my childhood friends as slaves! The same thing with Phantom Lord! He fought alongside all of us to defeat those fiends who called themselves 'wizards' and rescue Lucy."

The scarlet-haired woman looked away from the group and toward Ben. Her body was trembling and could feel tears brimming in her left eye at a sight that affected her worse than seeing her childhood love betraying her to revive an ancient evil.

"I know him. He's selfless, caring, and understanding. He would never do something so cold." Erza grabbed at her throat, feeling choked up by her emotions and dropped to her knees.

Lucy and Happy quickly rushed to her side, but she ignored them and focused on the scene of Ben standing before Vilgax.

"Well, let us see if your faith in him is so assured." Azmuth said.

"_Are you really considering taking moral advice from __Vilgax!?" _Gwen sputtered incredulously.

She then looked up as did the others to see a humanoid figure with black armor and green neon lines tracing over its form. It flew against the moon before it smoothly landed in front of Ben.

_"I thought we agreed to make all our big decisions together."_ In the faceplate was a clear piece of green glass showing the face of a young girl.

_"Ship__'__s a good hunting dog. That's how you found me, isn't it?"_ Ben said.

"_Ship!__" _the armored suit barked.

As Erza stared at the scene, she felt something in her chest clench tightly. Whoever this girl was…she could sense that she and Ben had a connection.

Natsu looked at Azmuth – who was standing on the ground in front of Erza – and asked, "Hey, who's the girl in the freaky armor?"

"That is Julie Yamamoto, and that 'freaky armor' is actually her pet Ship, a Galvanic Mechamor-" He paused when he realized he was talking to Natsu and needed to dumb it down for him. "-an Upgrade like the form Ben has." The manifestation lowered his head and closed his eyes, sighing. "Julie was also Ben's girlfriend."

There was a long pause before Natsu, Gray, Lucy, and Happy exclaimed in unison. "WHAT?!"

Erza, however, was silent as she stared at Julie with wide eyes and then lowered her head. She couldn't understand why, but she felt a pain in her from hearing this news. Why? Suddenly, flashbacks of her time with Ben played through her mind. All the way from her accidental kiss with him and the spa experience on the Peony job, to their time together at Akane Resort.

She remembered that night she kissed him on the cheek while he was sleeping and what Juvia said to her after. '_But you cannot hide from your feelings, Erza. Sooner or later__…__you will have to face them.__' _Those words echoed in her mind.

'_Could it really be true? Am I in love with him?__' _Erza inwardly debated. _'__What else could it be?__' _She lifted her head and looked back to Julie. _'__But, this girl, Julie__…__could she already have his heart?__' _

"Why didn't he ever tell us this!?" Lucy shouted at Azmuth, getting very worked up.

Azmuth surprisingly turned away and closed his eyes. "Because…" he paused, struggling to find his words. The manifestation let out a heavy sigh and murmured. "…because they're no longer together."

The words from Ben's subconscious had stunned the group. Erza felt conflicted with her emotions. A part of her was sad for Ben and the heartbreak he must've gone through with his breakup, while the other emotion was…relief.

"Whoa," Lucy muttered, "how'd they break up?"

"They…ugh…" Azmuth stumbled on his words, placing his hands on top of his bulbous head. "Look…it's complicated and…very hard to talk about. Please, drop it." He said, looking back at the group with a serious gaze.

Not wanting to press the issue any further or anger the manifestation, Lucy nodded.

Erza blinked in recognition. The way Azmuth was acting was similar to how Ben behaved during those times she inquired about what was bothering him so much. Did it have to revolve around this Julie girl?

"_You know we all love you, Ben. But if you try to do this, you're the same as Vilgax, or Diagon, or Aggregor, or any of the others.__" _Julie reprimanded.

"_You__'__d try and stop me?__" _Ben's words came out mildly threatening, despite being in the form of a question.

This concerned the Fairy Tail wizards and to really focus on him. The tone of his voice was nothing like the Ben they'd come to know and care for during his time in their world.

"_We would stop you.__" _Kevin countered.

"_You__'__re not afraid of me?__" _Ben questioned.

The team watched as the Galvanic Mechamorph armor seemed to melt away from her body and revealed a black-haired girl with brown eyes. She wore a white t-shirt and skirt, wristbands, and white sport shoes. _"__You__'__ve never given me any reason to be afraid.__" _Julie's words were soft, unafraid and loving.

"_You're always telling me that I should use my technology to help more people.__" _Ben reminded her in a scolding tone._ "__Now__… __I can help everybody at once!__"_

"_Look, there's a line. I'm not sure where it is exactly,__" _Julie said, frowning at her boyfriend, _"__but I'm sure this is way on the wrong side of it.__"_

"_Power is meaningless if it isn__'__t used.__" _Vilgax growled_. __"__Do it.__" _

"_Be quiet!__" _Gwen shouted as she and Kevin ran over to Ben and Julie.

"Yeah, what she said!" Natsu called out.

"Aye," Happy nodded in agreement.

"_Don__'__t you see, Ben?__" _Gwen said_. __"__It__'__s the power. You__'__re tempted - like I was tempted to go full Anodite.__"_

"_And like when I lost control of my powers.__" _Kevin added.

"_You can't force your answers on everybody. After everything we've been through, is this the way you want it all to end?__" _Julie asked incredulously.

Julie's words cut through to Erza quickly. It mirrored what her and Ben had gone through so far together. Her thoughts whirled as she felt a pull towards Ben…more intense than what she once felt for Jellal years ago.

She can understand how Ben was feeling at the moment – as conflicted and unsure as she was at the moment.

"_Everybody stop talking. LET ME THINK!__" _Ben shouted in frustration as he walked away from Julie, Gwen, Kevin and Ship. He lowered his head and shut his eyes.

A bright flash enveloped the scene as various images quickly passed by the team.

"Hey, Azmuth, what's going on?" Gray shouted in alarm.

"Ben is currently going through all his memories in the last year." He coughed and corrected himself. "The most important, or emotional ones anyway"

The Ultimate Team watched as countless images of various events passed by. They were too weird, wonderful, or intense to believe if they didn't know Ben as well much as they did now. Some of the flashbacks they saw were memories that they had already witnessed, though they caught glimpses of a few they hadn't seen before.

Erza hugged herself at the images of Ben and Julie together.

There were so many memories and so many questions in the Fairy Tail wizards' heads. One answer was obvious though, their friend Ben Tennyson had gone through more crazy, dangerous adventures in the last few years than any of them had in their entire lives.

The memories finally stopped and they returned to the scene they were in before.

Ben opened his eyes and narrowed them in a determined fashion before turning to face his friends. He set both hands firmly on the sword, Ascalon.

Kevin and Julie got into a fighting position while Gwen held up her hands, which glowed with pink mana. Vilgax stared at his archenemy pointedly.

Ben raised Ascalon high above his head and a bright white light erupted from it; much to the wizards' astonishment. The light shot into the sky and spread in every direction. Everyone was temporarily blinded by the white light until it quickly vanished, leaving Ben holding up the sword with a smile on his face.

"_What did you do?__" _Kevin asked, almost scared to hear the answer.

"_What I said I was going to do.__" _Ben replied.

The Ultimate Team braced themselves for what Ben would say.

"_Turn every Esoterica on Earth back to human-with all the free will that goes along with that.__" _Ascalon glowed and gave off a peculiar ringing sound as the armor on Ben's body dematerialized, leaving him in his usual hero attire.

The Fairy Tail wizards let out sighs of relief. Erza let out a gasping sob-like laugh, relieved that her fears did not true.

"Ahem." They all turned to Azmuth, who looked up at them expectantly. "Well...I think you owe us…uh, erm…Ben an apology for doubting him."

"Yeah, yeah. Tell him we're sorry that we almost thought he mind-controlled his entire universe into being his slaves." Natsu nonchalantly apologized.

"Natsu!" Lucy admonished.

"What?" Natsu whined.

"I wasn't worried in the least." Erza responded confidently as she stood up.

The group sweat dropped and looked at the redhead, unconvinced.

"Uh-huh," Azmuth remarked; an expression of clear disbelief on his frog-like face.

"Sure yah did, Erza." Gray muttered.

"_Oh, Ben!__" _Julie ran up to him and wrapped her arms around his neck, kissing him deeply. Erza cringed and looked away. At that moment, she felt like someone had taken a cold blade and stabbed her in the chest. Lucy glanced at Erza with an empathetic look.

When the kiss ended, Ben wore a big, goofy smile. _"__That was totally worth giving up all that power.__"_ He commented.

Gwen and Kevin walked up, the former giving Ben a hug.

"_Knew you__'__d do the right thing,__" _Julie smiled, placing her hand on his right arm.

"_Way to go.__" _Kevin praised.

Ben frowned when a thought occurred to him. He held up the sword and looked at it questioningly. _"__Now all I have to do is figure out what to do with this.__"_

Suddenly, a bright flash caught the group's attention as they turned around. When the light died down, it revealed the real Azmuth standing before them.

"_I suggest you return it to its creator.__" _Memory-Azmuth said.

"Hey, it's you again, Azmuth!" Happy remarked, pointing at the exact duplicate of the subconscious manifestation.

The avatar groaned in exasperation. "That is the _real_ Azmuth – not me." he corrected.

"_Azmuth!__" _Ben smiled as he walked up to the Galvan and handed the sword to him hilt first. The First Thinker merely touched the hilt and Ascalon broke apart into a green beam of light and disappeared into the night sky, catching the Ultimate Team by surprise once more.

They had been dealt with many of those during this crazy roller coaster of an adventure in their teammate's mind.

"_You were right. That's too much power for any-__"_ Ben stopped when he saw that Azmuth had his right hand held out expectantly. _"__What?__"_

"_The Ultimatrix __– __give it to me.__"_ the First Thinker demanded.

"HUH?" the Ultimate Team said, dumbfounded.

Ben frowned and held out his left arm. Suddenly, green energy sparkled along the gauntlet-like device that was the Ultimatrix before it unclamped from Ben's wrist. As soon as it fell to the ground, it disappeared in a flash.

"Wait, what's he doing?" Lucy said, confused.

"Why did he take his watch away?" Happy asked.

"_But, Azmuth, I thought I__'__d proved I was worthy.__"_ Ben said in disappointment.

"He did!" Natsu inserted strongly. "He just saved his universe from Vilgax and didn't let that power corrupt him."

"That's gotta count for something, right?" Gray questioned.

Erza nodded with a serious expression. "Yes, it does." She said stoically. "And I'm sure the real Azmuth knows that too. He must be up to something."

"Heh," Ben's subconscious chuckled, "clever as always, Erza."

"_As usual, you don't understand. You have proved your worth.__" _Memory-Azmuth explained. _"__But this inferior copy of my Omnitrix isn't worthy of you.__"_

Erza's eyes widened slightly as an idea of what was transpiring occurred to her. _'__Wait__…__Azmuth took the Ultimatrix away because he didn__'__t think it was worthy of Ben. Then, that means this is when Ben gets-__' _

"_I don't__…"_ Ben trailed off, bemused.

"_Oh, for the love of- Look at your wrist!__" _Memory-Azmuth shouted in irritation, motioning toward Ben's left arm.

Ben blinked curiously as he lifted up his jacket sleeve to see a square, white watch with green highlights and green lines forming an hourglass shape over the black faceplate.

The team's eyes widened in recognition of the device. That was the same Omnitrix that Ben wore now.

"_An Omnitrix?__"_ Ben smiled, his eyes lighting up in excitement.

"_The Omnitrix,__" _Memory-Azmuth corrected. _"__An improved version I__'__ve been working on ever since you were given the prototype six years ago. And, despite my reluctance, I included the Evolutionary Function considering that you may need it in your future endeavors.__" _

"_I don't know how to thank you.__" _Ben said, still surprised and excited over receiving a new Omnitrix.

"_Keep doing the right thing.__" _Memory-Azmuth smiled proudly.

"_I don't suppose you'd consider giving me the Master Control?__" _Ben wondered, cocking a brow in anticipation.

The real Azmuth placed his hands behind his back and smirked. _"__Don__'__t get too ahead of yourself there, Ben. You__'__ve still got a lot of maturing to do before that happens.__" _With that, he disappeared in a white flash.

Gwen, Kevin, Julie and Ship regrouped with Ben, the former three with smiles plastered on their faces. Ben looked around at his friends, glanced down at his new Omnitrix, and then looked off in the distance with a confident smile.

The scene became hazy and faded away into darkness, leaving the Ultimate Team in a dark void again. Many things were going through the wizards and cat's heads right now. They had witnessed so many epic events in just one memory.

"Well…that was…intense," remarked Gray.

"Yeah," Lucy breathed, "you can say that again."

"That was so awesome!" Natsu yelled excitedly.

"Aye, sir!" Happy chimed in.

"Man, whoever knew Ben had so many cool adventures!" the pink-haired wizard said, punching away at the empty space. "I gotta say, I'm jealous."

"He's certainly been through a lot. That's for sure." Erza commented with a small smile. Her eyes then widened when she realized something. "Azmuth, you said that that was the last memory we would go through. Correct?"

The subconscious form was standing in front of the wizards, smiling. "Yes, it was. I thank you all very much for everything you done up to this point. You faced countless odds and prevailed each time. I can see why the conscious mind respects you all so much."

Natsu and Gray grinned roguishly whilst Lucy and Erza smiled. They couldn't help but feel good from Azmuth giving them his gratitude.

"No need." Erza held out her armored hand, still smiling. "You can thank us though after we save Ben."

"Or Ben himself can do it after he wakes up." Gray implied.

"Let's get a move-on. I can sense that the conscious mind doesn't have very long before the Entrapment moves in for the kill." Azmuth warned.

The Ultimate Team nodded in agreement.

He was about summon another memory gateway until, without warning, the blank void around the group began to contort. Red lightning sparkled and shot out in random directions around the wizards and cat.

"Huh? Hey, what's going?" Lucy inquired, startled.

"Yo! Azmuth, what gives?" Gray asked, spreading his stance and preparing himself for a possible fight.

Azmuth looked around in utter confusion, and conceded, "I…I don't know."

This was cause for concern as the team looked at the manifestation incredulously. Ever since they met the guy, he had always been able to provide an answer or explanation. Now, even he didn't know what was occurring?

"What do yah mean 'yah don't know'?" Natsu asked in disbelief. "You always know!"

The subconscious avatar turned to the Dragon Slayer with an irritated expression. "I'm not some all-knowing being! I have limitations, but…" he looked up at the sky that was now filled with dark purple clouds and red lightning, "I can say without a doubt…this is the Entrapment's doing."

The fabric of the void around them finally contorted into a new setting. Once the scene had completed developing, the Ultimate Team was now standing inside of a moderately small rectangular room lined with concrete brick walls and a metal roof on top.

"What's going on here?" Gray asked curiously.

The team turned to Azmuth, who was now sitting on top of Natsu's head. He blinked and stared at the scene with a surprised mien.

"This is odd." The avatar commented. "Every memory we've seen so far has been in chronological order. This one takes place just months prior to the Diagon incident."

"I don't understand. Didn't you say the last memory would be the last one we'd see?" Lucy asked.

"Yeah. What gives?" Natsu said irritably.

"The Entrapment Spell must be responsible for this." Azmuth replied, holding his chin in thought. "It must know now that we're getting closer to the conscious mind, and it's trying to slow us down."

"Wouldn't it just send another manifestation like it did before?" Erza questioned.

"Yeah," Gray added, "something doesn't feel right about this."

"Aye," Happy agreed.

"I can't say for certain what the Entrapment is planning right now." Azmuth said, lowering his head grimly. "But I know it can't be good, and its next move is coming soon."

The Ultimate Team was rather unsettled and frustrated by their current predicament. Just when they thought they were about to reach Ben, the Entrapment makes an unexpected move. Even Ben's subconscious was not fully aware of what was happening. Why was the Entrapment showing them this particular memory?

The wizards and cat then turned their gaze to the scene before them.

In front of them were Gwen, Kevin, and Max whilst Ben was hovering next to them in his Nanomech form.

Standing on the opposing side of the room was a humanoid being with light pinkish skin, four fleshy horns on his forehead, and long black hair. He wore a brown knee-length, open-chested tunic, baggy blue pants, and black calf-high boots. In the being's right hand was a tall, spear-like weapon.

Behind whom the Fairy Tail wizards could only assume was the villain was a ringed-shaped piece of yellow rock that had an apparatus of machinery connected to it. In the center of the ring was a wavy mass of bluish-white energy. However, what the group saw next really grabbed their attention. Lining the left wall were five, large tube-shaped pods with an equal number of unconscious creatures held inside. Under closer examination, the Ultimate Team recognized the beings to be aliens that they had seen Ben transform into: Water Hazard, NRG, Terraspin, Armodrillo, and Ampfibian.

"Hey! Those guys in the tubes! We've seen Ben transform into them before." Natsu pointed out.

"Hey yeah, you're right." Gray said.

"Who is that guy over there?" queried Lucy.

"That," Azmuth pointed at the pink-skinned humanoid, "is Aggregor."

"Aggregor?" Erza repeated. That name sounded familiar, and it took a moment of pondering before she remembered where she heard it from. "I believe Julie mentioned that name in the last memory."

The subconscious avatar nodded. "Aggregor was one of Ben's greatest foes. He is an Osmosian. His kind has the ability to absorb matter and energy; in fact, Kevin is half-Osmosian as well."

"That's how he's able to absorb metals and cover his body in them." Erza realized.

"Then how come those aliens are trapped in those tubes?" Lucy asked.

"Aggregor kidnapped those five aliens from their home planets with the intention of absorbing them to gain their full powers. But they managed to escape and crash-landed on Earth." Azmuth explained. "Ben came across each alien and originally thought he had saved them by having the Plumbers send them back to their own worlds, but Aggregor was one step ahead. He easily recaptured all of them."

"Wait! He plans on absorbing them?!" Lucy said incredulously.

"That's insane." Gray commented.

"Won't that kill them?" Happy asked nervously.

Azmuth nodded his head as he stared at the scene forbiddingly. "Ben had promised to save those five aliens and send them back home. When he had heard that Aggregor recaptured them, he and his friends went after him immediately."

"_All right, Aggregor, it__'__s over!__" _Nanomech exclaimed in a high-pitched voice.

Despite the gravity of the scene, Natsu and Happy snickered and struggled to hold in their laughter. It was hard to take Ben seriously with that voice!

Aggregor turned around with a frown sketched onto his face. He looked at the Alien Force with red eyes that showed no remorse. _"__I__'__d intended to take them back to Osmos, but you__'__ve forced me to improvise.__" _

"_You__'__re overloading that Entropy Pump. In a few minutes, it__'__ll blow!__" _Max yelled urgently.

"Entro- what?" Natsu said, scratching the side of his head in confusion.

"Entropy Pump. It's the machine that Aggregor's using to absorb the full power of those aliens." Azmuth answered.

"_In a few minutes, I won__'__t care.__" _Aggregor shrugged nonchalantly. _"__I__'__ll be ready to absorb the powers of all five of those aliens. I__'__ll be unstoppable.__" _He finished his statement with a sinister smile.

The Ultimate Team glared daggers at the Osmosian. His disregard for innocent lives angered them greatly.

Erza narrowed her eyes at the pink-skinned alien in deep thought. Aggregor gave off a sinister vibe that she hadn't felt after seeing Ben's other enemies. His demeanor was calm and menacing, and he seemed to be very cunning. _'__Diagon and Vilgax were certainly powerful foes, but I have a bad feeling about this__…__Aggregor__' _she thought.

"_Then we__'__d better stop you now.__" _Gwen stepped forward and threw a disk of mana at Aggregor like a Frisbee. The mana disk hit the Osmosian in the side of his face, but it only caused him to grunt.

"_You can__'__t beat us all.__" _Nanomech stated.

"_Not without more power.__"_ Aggregor growled. He stretched out his left hand and touched the wavy bluish-white energy in the ring-shaped rock behind him. Blue lightning began to crackle out of the structure and randomly into the air.

"_You can__'__t do that!__" _Kevin protested as he stepped forward. _"__You know what it__'__ll do to you!__" _

"_What? Because I__'__m Osmosian? Because absorbing energy causes insanity?__" _Aggregor barked.

"_Yes! Stop before it__'__s too late!__" _warned Kevin.

"_Lies!__" _Aggregor countered. _"__Told by the powerful to control the weak.__"_

"Wait…absorbing energy causes Osmosians to go insane?" Erza asked curiously.

"Yes," Azmuth nodded, "that's why Kevin was insane when he and Ben were kids. He had absorbed power from the Omnitrix and it had caused him to lose control."

"Aggregor seems pretty insane already." Gray noted dryly. "How could he get any worse?"

"You'll wish you hadn't asked that." Azmuth retorted.

"_Kevin? Is that why you-__"_ Gwen stopped mid-sentence as Kevin resumed yelling at Aggregor.

"_It__'__s not a lie! It happened to me when I was a kid! You won__'__t be able to help yourself. You won__'__t be-__"_

Kevin's rant was cut off when Aggregor held out his spear and fired a blast of red energy into his chest, sending the Osmosian hybrid careening back.

"_No time for a debate. My transfer mechanism is at full power!__" _Aggregor placed his hands on top of two poles, which had a coil apparatus wrapped around them.

All of a sudden, crimson energy began to flow out of the aliens' containment pods and down a set of wires that feed into the poles that Aggregor was holding onto. A reddish-white glow cast off of the Osmosian's body. Aggregor tilted his head back, closed his eyes, and gnashed his teeth from the enormous amount of power flowing into his body.

"_Yes!__" _Aggregor's voice sounded deeper and more menacing.

Without warning, the air around Aggregor and his machine began to crack and shatter into pieces; surprising the Ultimate Team. A strange force then started pushing the Alien Force backwards. Gwen summoned a dome-shaped shield of mana in front of her and Max to keep them from being blown back.

"Whoa! What's going on?" Lucy said frantically.

"That machine is tearing apart the fabric of reality." Azmuth answered. "That's why everything around Aggregor is shattering into pieces."

"_What__'__s happening?!__" _Gwen yelled.

"_The Entropy Pump__'__s giving out. If we don__'__t shut it off-__" _Max trailed off, thinking that the others already knew what would happen.

Kevin pushed forward but the force coming out from the Entropy Pump drove him back, and tore apart the green metal armor on his body. _"__The closer I get, the harder it pushes.__" _He grunted._ "__I don__'__t think I__'__m gonna make it!__" _

"_I__'__m on it!__" _Nanomech called out, who was currently hanging onto a piece of wire dangling in the air. He slapped the Ultimatrix dial and, in a flash of emerald, Ben had turned into… _"__Humungousaur!__"_

The Vaxasaurian hustled forward and, thanks to his amazing strength, was able to push through the force being emitted from the machine. He pushed Aggregor aside and punched the Entropy Pump into pieces. As a result, the force disappeared and the fabric of reality around the machine instantly reformed.

"_Good work, Ben!__" _Max praised.

"_I__'__d have gone for the __'__off__' __switch, myself.__" _Kevin remarked, punching his open palm.

Humungousaur glanced back at the others in bewilderment. _"__There__'__s an __'__off__' __switch?__" _he said, dumbfounded.

"Who needs 'off' switches, when you can just punch it." Natsu grinned.

Lucy looked at the pink-haired Dragon Slayer, exasperated. "You know, Natsu, it wouldn't hurt for you to learn some self-control."

"Ain't that the truth," Gray muttered.

"You're just as guilty, Gray! And where're your clothes?!" Lucy snapped.

The ice-make wizard glanced down to see he had stripped down into his boxers. "CRAP! WHY MUST THIS HAPPEN?!" He panicked.

"All three of you be quiet!" Erza ordered, making the trio shut up instantly. "The scene is still going on. I fear something's about to happen."

"What're you talking about? Ben won, right?" Natsu said.

"Wrong." Azmuth responded. "Erza is right. It's not over; in fact…things are about to get much worse."

"_Guys, the aliens are gone.__" _Gwen said as she pointed at the empty containment pods.

"What happened to them?" Happy asked worriedly.

Erza's eyes widened as a frightening realization came to mind. "Oh no. Don't tell me he-"

A large clawed, grey hand reached out from underneath the wreckage of the machine, and grabbed onto the remains of the ringed-shaped rock. _"__That__'__s because my plan succeeded!__" _Aggregor's voice called out.

Suddenly, a huge creature emerged from the wreckage and pushed the rubble aside. Humungousaur took a few steps back and gawked along with Gwen, Kevin, and Max at the being standing before them.

Aggregor's once pink flesh and humanoid form had undergone a horrid mutation. He towered over his opposition at an intimidating ten feet. His hands were grey with four-clawed fingers and port holes were visible on his palms. His legs and waist have turned blood red with black spots and grey spikes upon his feet. The front of his torso resembled a dark yellow turtle-like underbelly with four gaping holes on each side, counting eight in total. A bulky, dark green circular piece of armor was in the center. His unarmored back is coated in yellow mechanical armor, as were his bulky arms that had jackhammer parts protruding from his elbows. As dark green silver face plate with three grill holes donned his neck. His head was blue and resembled a jellyfish-like creature with six long tentacles acting as hair. White lightning-like streaks are across his face, and his eyes have now become large and blood red.

"_The aliens are all in me!__" _Ultimate Aggregor bellowed.

The Ultimate Team stared in shock and horror at Aggregor's new body. Needless to say, he certainly looked frightening and intimidating. The group was then struck with the terrible realization of the five aliens' fates.

"He…he killed them." Natsu continued to stare at the scene with wide eyes. The ire inside of him was steadily boiling.

"Ben was too late." Lucy murmured sadly.

"That heartless monster!" Erza growled, narrowing her gaze in derision at Aggregor.

Even though they were angered by what Aggregor had done, they couldn't imagine how Ben must've felt. They focused on Humungousaur to see what he would do.

_"You...killed them!" _Humongasaur said in a soft, horrified voice as he narrowed his eyes at the mutated Osmosian.

_"I absorbed them. All their power is mine." _Ultimate Aggregor gloated sadistically. He held his hands up, which cackled with blue electricity to prove his point.

Suddenly, with a speed unusual for his massive form, Humungousaur slammed into Ultimate Aggregor and crushed him into the nearby wall. He then dragged the mutated Osmosian across the concrete wall before hurling him to skip across the other wall and fall on the other side of the room behind Gwen, Max, and Kevin.

"Whoa!" Gray exclaimed. "That is ONE angry lizard!"

"Well, what did yah expect?" Natsu remarked, glaring hard at chimera. "The guy just witnessed the people he promised to protect get...ABSORBED by Aggregor!"

Erza watched in surprise as Humungousaur charged at Ultimate Aggregor, making Kevin jump to the side to avoid being trampled. The Vaxasaurian kicked the alien chimera straight through the wall and outside the building. Humungousaur was quickly chasing after his target.

The Fairy Tail group followed after the dinosaur-alien and gawked as Humongasaur grabbed a US Army jeep, lifted it overhead, and slammed it down onto Ultimate Aggregor.

"So…remind me NOT to make Ben, really, really mad." Natsu muttered fearfully to Happy.

"Aye," Happy said, shivering.

Humongasaur grabbed Ultimate Aggregor by the neck and lifted him up high only to sucker-punch the mutated Osmosian clear across the abandoned military base known as Los Soledad.

"Look at him go!" Lucy shrieked.

Erza continued to stare solely at Ben, who continued his beat-down on Aggregor without restraint.

"I shouldn't be so attracted to this blatant show of berserker rage." Erza whispered, biting her lower lip. "But I am..."

"Oh, are you?" Azmuth, who had suddenly appeared on Erza's left shoulder, snickered. "I'll be sure to let Ben know."

"AHHH!" Erza yelped in surprise. "I didn't know you were…I… y-you better not!"

"Oh, don't worry. I doubt he'll even know. I am his 'subconscious', after all." Azmuth teased with a coy smile. "He won't be 'conscious' of it, obviously."

"Still..." Erza blushed, flustered over being caught off guard saying something so embarrassing.

Luckily for her though, the others attention was stuck on the smack down Ben was giving Aggregor. Amazingly, the Ultimatrix bearer lifted up an entire two story building and hurled it directly at the mutated Osmosian. The house and Ultimate Aggregor went crashing through several more buildings before coming to a stop to form a large pile of debris.

The Fairy Tail group stared in shock at their friend, who was panting from rage and exertion. When he was about to walk away, his eyes widened as he heard a groan from underneath the wreckage.

"Aggregor's still alive!?" Lucy screamed, shocked.

"It's not possible! Not after all that!" Happy exclaimed from Natsu's shoulder, using said Dragon Slayer's scarf to cover his head in fright.

Humungousaur dug through the rubble to reveal a groaning Ultimate Aggregor.

"_You want some more!?" _Ben bellowed, raising his arm up to prepare to punch the Osmosian.

"He's going too far!" Erza cried out in alarm. "He has to stop!"

As if to answer Erza's plea, a pink glowing bubble engulfed Humungousaur's fist before it could make contact with Ultimate Aggregor's face. Ben looked over his shoulder to see the mana connected to a stern faced Gwen.

_"Let go of me!" _Humungasaur shouted_._

Natsu and Gray could've sworn they felt a shiver go down their spines from the glare the redhead sent her cousin. With that, Ben spared a glance at Aggregor and let out a sigh as the bubble disappeared.

_"Sorry, it's just__…__what he did.__" _Humungousaur panted in anger and exhaustion. _"__I lost my-__"_

_"Ha-ha-ha-ha-ha-ha." _Everyone looked up in surprise at the evil laughter, coming from Aggregor!

"That doesn't sound good." Lucy whimpered.

"Evil laughter after a vicious beat-down from the hero never is…" Azmuth drawled.

The Galvan manifestation of Ben's subconscious was correct. Ultimate Aggregor rose to his feet unharmed, not even a scratch was present on his body.

_"Is that the __best __you can do?" _Aggregor asked. He walked up to a sneering Humungousaur with a leering smirk._ "Because I didn't feel a thing."_

Humungousaur narrowed his eyes and attempted to slam his hands together on Ultimate Aggregor's head; however, he was horribly shocked by a bluish-white electrical field that the Osmosian emitted. Ultimate Aggregor then reared back his right arm and backhanded one of Ben's strongest forms into a building easily.

"BEN!" Erza shouted.

Without warning, the entire scene blacked out and left the team standing in a dark void, despite the white sun centered in the sky.

"Hey! What happened to the fight?!" Natsu shouted.

The sound of thunder roared across the void as purplish-black storm clouds rolled in.

"What's going on, Azmuth? Why did the memory fade?" Erza questioned the small alien on her shoulder; however, instead of responding, a fearful look began to cross his face.

"Oh no…." Ben's subconscious avatar whispered as the sky above darkened.

The Fairy Tail wizards looked up to where the sun was only to see a solar eclipse. The sky was then filled with purplish-black storm clouds that rumbled with thunder and amethyst lightning that flashed through them. It was clear that chaos was about to ensue.

"What's happening!?" Lucy asked in a panicked tone.

"I don't like the looks of this." Gray muttered as he felt like something bad was coming.

"It's him." Azmuth grimaced. "I should've known the Entrapment would send _him_ next."

The storm clouds began to swirl as if a twister was about to form and hundreds of lightning bolts shot into the open swirl in the clouds, forming a sphere of purple-reddish lightning that enveloped the eye of the storm.

"What's the hell is going on!?" Natsu bellowed. He and the others shielded themselves from the savage winds that began blowing from the clouds like furious gale force winds.

"Brace yourselves Fairy Tail! Here he comes." Azmuth yelled while hanging on to a lock of Erza's scarlet hair to avoid being blown away.

"Who's coming?" Erza questioned dreadfully.

Before the Galvan could speak though, a sudden burst of power exploded from the vortex in the sky and forced everyone to shield their eyes from the blinding flash. When the light died down and they regained their sight, the group looked to the sky to see the storm clouds were gone but the sphere of purple-reddish lightning was still there.

They looked to it apprehensively before it began to descend to the ground, stopping a few yards away from them as the shadowed silhouette of a figure began to form inside.

"Something tells me that's our next opponent." Happy fretted as he hid behind Lucy's leg, who also wanted to hide behind something after seeing the terrible display of weather.

"Stand your ground and get ready." Erza said while summoning a sword.

Gray and Natsu took on their fighting stances whilst Lucy reached for a gold Zodiac key on her keychain.

A moment later the sphere faded from existence to reveal a familiar figure...Ultimate Aggregor. A frown was etched across the newly formed manifestation's face as he stared at the Ultimate Team with his deep purple eyes.

"We're doomed." Happy moaned.

…

**A/N: Damn! So, the manifestation of Ultimate Aggregor has arrived. Tremble in fear!**

**I gotta say… this chapter turned out much longer than I anticipated. I was going to split this chapter in-half and put the rest in the next chapter. But considering how long I'm taking to update lately, I figured I'd give you fine readers something long to read until I can finish Chapter 30.**

**Hopefully this makes up for my months of tardiness.**

**First, I'd like to apologize for being so late. College and work have been really hectic, and when I do find free time…I'm in no mood to write. This was the hardiest chapter I've ever written, to be honest.**

**I'd love to extend a grand thank you to **_**Star Saber21**_**, **_**Vanessa Masters**_**, and **_**Masamune X23 **_**for their assistance in writing this chapter. Couldn't have done it without these three fine authors to help me get over the hump!**

**I'd also love to thank all you amazing readers for your patience. I know it's not easy waiting for a story you like to read. Trust me, I know the feeling. I just hope the length of this chapter makes up for it.**

**I hope the battle with the Vilgax manifestation was exciting and the ending was believable. Figuring out how the Ultimate Team could overcome the power of Vilgax was no easy task. Thankfully,**_**Star Saber21**_** had many ideas for this fight. Kudos to him!**

**So, over the past couple months, I've been getting a lot of anonymous reviews demanding I update quicker and spouting all kinds of BS. I'm sure they're from the same person, of course. You know who you are! If you're reading this, just calm down. My life doesn't revolve around FanFiction. It's a hobby. Slow updates are to be expected. Get over it. And in case you didn't know, I can't respond to anonymous reviews. Stop posting them over and over as if I'm going to reply to them. I can't!**

**Alright then, time to wrap this up.**

**Next chapter – Entrapment, Part VII: Loved and Lost**** – The final battle kicks off between the Ultimate Team and the Entrapment Spell.**

**I usually give more of a summary, but not this time. HA!**

**Anyways, in case I can't update in time, hope you all have a wonderful holiday season.**

**Please leave any comments or critique in the review box. Flamers will be enslaved or destroyed by Diagon.**


	30. Author's Note DO NOT REVIEW!

*****Author's Note*****

**Warning: Do not review this note. If you do, you will not be able to review chapter 30 when it is completed. **

**Okay, just wanted to let you guys know that Ch.4-6 Revised has been uploaded. I've also done some minor editing to Chapter 16 to where Ben already knows Laxus since they met in Chapter 2 Revised. Note, they're not very many changes in Chapter 5 or 6 since I didn't see any real reason to drastically change them. Chapter 4, however, has a little bit of new material as well as one of Ben's forms making their grand debut. **

**Not sure when exactly I'll have Chapter 30 done. It'd be nice if I could finish by January 29****th****. That would put it on the same date I first published this story after adopting it from **_**The Incredible Muffin**_** two years ago. **

**The next chapter will be the final for the Entrapment Arc and it will be long. So, even though you readers may have to wait a while, you won't be disappointed when I'm done. **

**Hope you enjoy Ch4-6 Revised. Till next time… **


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